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 23, 2024
ARYA SCIENCES ACQUISITION CORP IV
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40122 | 98-1574672 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
51 Astor Place, 10th Floor
New York, NY | 10003 |
| (Address of principal executive offices) | (Zip Code) |
(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:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Ordinary Share $0.0001 Par Value | | ARYD | | The Nasdaq Capital Market |
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 1, 2024, ARYA Sciences Acquisition Corp IV (“ARYA”) filed a definitive proxy statement (the “Extension Proxy Statement”) for an extraordinary general meeting of its shareholders to be held on February 27, 2024 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, 2024 to April 2, 2024 (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 eleven times, by an additional one month each time after the Articles Extension Date, by resolution of ARYA’s board of directors (the “Board”), if requested by ARYA Sciences Holdings IV, a Cayman Islands exempted company. Additionally, ARYA filed the Extension Proxy Statement to consider and act upon a proposal to allow for the conversion of Class B ordinary shares, par value $0.0001 per share, of ARYA (“Class B Shares”) into Class A ordinary shares, par value $0.0001 per share, of ARYA (“Class A 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 Shares; provided that such Class A Shares issued upon conversion of the Class B Shares shall have no right to participate in any distribution from ARYA’s trust account. Furthermore, ARYA filed the Extension Proxy Statement to consider and act upon a proposal to eliminate the limitation that ARYA may not redeem Class A 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 Shares irrespective of whether such redemption would exceed the Redemption Limitation.
The Extension Proxy Statement was mailed to ARYA’s shareholders of record as of February 5, 2024. 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 Shares was 5:00 p.m., Eastern Time, on February 23, 2024 (“Redemption Deadline”). The initial number of Class A Shares tendered for redemption prior to the Redemption Deadline was 590,815. Any request for redemption, once made by a holder of Class A Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).
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.
| | ARYA Sciences Acquisition Corp IV |
| | |
| | By: | /s/ Michael Altman |
| | Name: | Michael Altman |
| | Title: | Chief Financial Officer and Director |
