ARYA Sciences Acquisition Corp IV filed SEC Form 8-K: Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
$ARYD
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 2, 2024
(Exact name of registrant as specified in its charter)
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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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(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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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 2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this item 2.03.
Item 8.01. Other
Events.
On June 2, 2024, ARYA Sciences Acquisition Corp IV (the “Company”) approved the third 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, 2024 (the “Extension”), the Company drew an aggregate of $111,000 (the “Extension Funds”) from the unsecured promissory note in the
principal amount of up to $1,000,000 (the “Fourth Convertible Promissory Note”), dated February 8, 2024, by and between the Company and ARYA Sciences Holdings IV (the “Sponsor”). As provided for in the Company’s amended and restated memorandum and
articles of association (as amended, the “A&R Memorandum and Articles of Association”), the Company will deposit the Extension Funds into the trust account that was established by the Company in connection with its initial public offering (the
“Trust Account”). The Company also drew $53,000 under the Fourth Convertible Promissory Note and $11,000 from the unsecured promissory note in the principal amount of $1,680,000, dated February 8, 2023, by and between the Company and the Sponsor
for general working capital purposes (as amended on February 14, 2024, the “Second Convertible Promissory Note”).
The Extension is the third one-month extension currently
permitted under the A&R Memorandum and Articles of Association. As previously disclosed, the Second Convertible Promissory Note and the Fourth Convertible
Promissory Note allow the Company to use the funds drawn 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. Any loans under such convertible notes will not bear any interest. In the event that the Company does not consummate a business combination, such convertible notes will
be repaid from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of any loans under such convertible notes may be accelerated upon the occurrence of an Event of Default (as defined in
the Second Convertible Promissory Note and the Fourth Convertible Promissory Note).
The foregoing descriptions of the Second Convertible
Promissory Note and Fourth Convertible Promissory Note are qualified in their entirety by reference to the full text of the Second Convertible Promissory Note, as amended, and the Fourth Convertible Promissory Note, which are incorporated herein by
reference to Exhibits 10.1, 10.2 and 10.3 of this Current Report on Form 8-K.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Second Convertible Promissory Note, dated February 28, 2023 and issued to ARYA Sciences Holdings IV (incorporated by reference to Exhibit 10.1 of the
8-K filed on March 1, 2023 by the registrant).
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Amendment to the Second Convertible Promissory Note, dated February 13, 2024, by and between ARYA Sciences Acquisition Corp IV and ARYA Sciences
Holdings IV (incorporated by reference to Exhibit 10.14 of the amendment to the Current Report on Form 8-K filed on February 14, 2024 by the registrant).
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Fourth Convertible Promissory Note, dated February 8, 2024 and issued to ARYA Sciences Holdings IV (incorporated by reference to Exhibit 10.1 of the
Current Report on Form 8-K filed on February 9, 2024 by the registrant).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
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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Dated: June 3, 2024
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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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