United States securities and exchange commission logo
September 3, 2020
Adam Stone
Chief Executive Officer
ARYA Sciences Acquisition Corp II
51 Astor Place, 10th Floor
New York, NY 10003
Re: ARYA Sciences
Acquisition Corp II
Registration
Statement on Form S-4
Filed August 7,
2020
File No. 333-242135
Dear Mr. Stone:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed August 7, 2020
Cover Page
1. Please disclose the
expected ownership percentages of ARYA and Cerevel shareholders.
2. We note that you will
be issuing 78,000,000 shares of common stock to the equity holders
of Cerevel in
connection with the Business Combination. Please revise the cover page to
provide the approximate
value of the merger consideration. Please also disclose that the
market value of the
shares to be issued could vary significantly from the market value as
of the date of the
proxy statement/prospectus.
Adam Stone
FirstName LastNameAdam
ARYA Sciences AcquisitionStone
Corp II
Comapany 3,
September NameARYA
2020 Sciences Acquisition Corp II
September
Page 2 3, 2020 Page 2
FirstName LastName
Questions and Answers for Shareholders of ARYA
Q: What vote is required to approve each proposal at the extraordinary general
meeting, page
xxiv
3. With reference to the Transaction Support Agreement discussed on page
15, please revise
to indicate: (i) the total number of shares that are subject to
Transaction Support
Agreement and (ii) the number of shares that are not subject to
Transaction Support
Agreement, including the number of shares that must be voted in favor
of each proposal in
order to earn approval.
Summary of the Proxy Statement/Prospectus, page 1
4. We note your use of "rationally designed" on page 2 and throughout the
prospectus.
Please revise your disclosure to explain what you mean by "rationally
designed."
5. We note your use of "potential for efficacy tolerance" on page 2 and
throughout the
registration statement. Please revise your disclosure to explain what
you mean by
"potential for efficacy tolerance."
Business interruptions resulting from the COVID-19 outbreak or similar public
health crises...,
page 41
6. Please expand this risk factor to specifically describe the impact of
the COVID-19
pandemic on your Parkinson's trials.
Redemption Rights, page 82
7. Please revise the disclosure here and on page xix, as applicable, to
clarify whether
shareholders may demand redemption at any time or whether this right
is only in
connection with the proposed Business Combination.
Voting Your Shares, page 82
8. Please include a form of proxy card marked as preliminary in
your next amendment.
Background to the Business Combination, page 102
9. To the extent material, please identify the individuals who
participated in the meetings
and discussions described in this section. For instance please
identify the representative of
ARYA and Cerevel that participated in the discussions referenced in
the third paragraph
on page 103 and the ARYA board member, and the representative of
Cerevel and the Bain
Investor with whom Mr. Stone held discussions on June 11, 2020.
Adam Stone
FirstName LastNameAdam
ARYA Sciences AcquisitionStone
Corp II
Comapany 3,
September NameARYA
2020 Sciences Acquisition Corp II
September
Page 3 3, 2020 Page 3
FirstName LastName
10. With reference to the third paragraph on page 103, please describe the
analysis and
evaluation that was conducted on the twenty companies between June 9,
2020 and June
11, 2020 and describe in more detail how the twenty companies were
identified and how
representatives of ARYA were already familiar with the potential
target based on
experience unrelated to ARYA.
11. With reference to your disclosure on page 103, please discuss why you
did not pursue
transactions with the 20 potential business combination targets that
you reviewed.
12. Please revise page 103 concerning the three potential business
combination targets to
disclose the extent of the negotiations with the two business
combination targets that you
ultimately did not pursue. To the extent that any preliminary
proposals were submitted,
please disclose all material proposal terms, including transaction
structure, valuation, and
equity split distribution.
13. Please expand your disclosure to provide the basis for management's
belief that Cerevel
provided the most attractive potential business combination.
14. Please revise your disclosure throughout this section to provide
greater detail as to the
background of the transaction, including the material issues discussed
and key negotiated
terms. The disclosure should provide shareholders with an
understanding of how, when,
and why the material terms of your proposed transaction evolved and
why this transaction
is being recommended as opposed to any alternatives. In your revised
disclosure, please
ensure that you address the following:
the material terms for any proposals and subsequent proposals and
counter offers;
negotiation of the transaction documents and the parties involved;
and
at what point other strategic alternatives were eliminated from
consideration.
15. With reference to your disclosure on page 105 and elsewhere, please
revise to explain in
greater detail the due diligence and evaluation materials provided by
Cerevel to your
management.
Summary of ARYA Financial Analysis, page 110
16. Please specify the financial information of Cerevel that was reviewed
in the comparable
company analysis.
17. Given the current development status of the target's operations,
please revise to disclose
why you selected six commercial stage companies for purposes of your
financial analysis.
Please also disclose whether any comparables were excluded from the
analyses, and, if so,
the reasons for making such exclusions.
U.S. Federal Income Tax Considerations, page 150
18. We note your disclosure that "[a]ssuming the Domestication so
qualifies, U.S. Holders of
public shares or public warrants generally should not recognize gain
or loss for U.S.
federal income tax purposes on the Domestication...." Please file a
tax opinion as an
Adam Stone
FirstName LastNameAdam
ARYA Sciences AcquisitionStone
Corp II
Comapany 3,
September NameARYA
2020 Sciences Acquisition Corp II
September
Page 4 3, 2020 Page 4
FirstName LastName
exhibit to the filing or provide us your analysis why the tax
consequences are not material
to an investor and therefore no tax opinion is required to be filed.
Refer to Item 601(b)(8)
of Regulation S-K and Section III.A.2 of Staff Legal Bulletin 19.
Information About Cerevel, page 192
19. Please disclose the nature of your material intellectual property and
the duration of any
patents, trademarks, licenses, franchises and concessions held by the
company or tell us
why this disclosure is not required.
20. Please provide a description of the FDA approval process and the
nature of regulatory
oversight related to Cerevel's product candidates.
Our Solution CVL-231, page 201
21. We note your statement that CVL-231 could become the first choice in
front-line
treatment of newly diagnosed schizophrenia patients. This may suggest
that your product
candidate is effective, likely to be approved and favorable as
compared to competitive
products and product candidates. Given the status of development, it
is premature for you
to make such implications at this time. Accordingly, please revise to
remove any
disclosure in your registration statement regarding your therapeutics
as being potentially
a first choice in front-line treatment.
Cerevel's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Comparison of the period from Inception to December 31, 2018, and the year
ended December
31, 2019
Research and Development, page 263
22. Please revise your disclosure here and on page 266 to provide a
breakout of your periodic
research and development expenses for direct costs related to your
clinical programs by
major development program or product candidate.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Adam Stone
ARYA Sciences Acquisition Corp II
September 3, 2020
Page 5
You may contact Rolf Sundwall at 202-551-3105 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Christopher Edwards at 202-551-6761
with any other
questions.
Sincerely,
FirstName LastNameAdam Stone
Division of Corporation
Finance
Comapany NameARYA Sciences Acquisition Corp II
Office of Life Sciences
September 3, 2020 Page 5
cc: Peter Seligson, Esq.
FirstName LastName