Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement or a Registrant.
As disclosed in the definitive proxy statement filed by ARYA Sciences
Acquisition Corp IV, a Cayman Islands exempted Company ("ARYA") with the U.S.
Securities and Exchange Commission (the "SEC") on February 10, 2023 (the
"Extension Proxy Statement"), relating to the extraordinary general meeting of
shareholders of ARYA (the "Extension Meeting"), 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 $420,000 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 the Company as a loan up to $1,260,000 in nine
equal installments to be deposited into the Trust Account for each of the nine
one-month optional extensions following the Articles Extension Date.
On February 28, 2023, the shareholders of ARYA approved the Extension Amendment
Proposal at the Extension Meeting (as described in Item 5.07 of this Current
Report on Form 8-K). Accordingly, on February 28, 2023, ARYA issued an unsecured
convertible promissory note in the principal amount of up to $1,680,000 (the
"Note") to the Sponsor. The Note does not bear interest and matures upon closing
of ARYA's initial Business Combination. Up to $1,380,000 of the amounts loaned
under the Note will be convertible at the option of the Sponsor into Class A
ordinary shares, par value $0.0001 per share, of ARYA ("Working Capital
Shares"), at a conversion price equal to $10.00 per Working Capital Share. The
terms of the Working Capital Shares will be identical to those of the private
placement shares that were issued to the Sponsor in connection with ARYA's
initial public offering. In the event that ARYA does not consummate a Business
Combination and if the Note is not converted into Working Capital Shares, the
Note will be repaid only from funds held outside of the Trust Account or will be
forfeited, eliminated or otherwise forgiven. The maturity date of the Note may
be accelerated upon the occurrence of an Event of Default (as defined under the
Note). Any Working Capital Shares issuable upon conversion of the Note will not
be registered under the Securities Act of 1933, as amended (the "Securities
Act") and will be issued in reliance on the exemption from registration
requirements thereof provided by Section 4(a)(2) of the Securities Act. As of
February 28, 2023, $420,000 were drawn under the Note and will be deposited in
the Trust Account in connection with the Articles Amendment (as defined below).
The foregoing description of the Note does not purport to be complete and is
qualified in its entirety by the terms and conditions of thereof. A copy of the
Note is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Association.
On February 28, 2023, ARYA held the Extension Meeting to approve an amendment to
ARYA's amended and restated memorandum and articles of association (the
"Articles Amendment") to extend the date (the "Termination Date") by which ARYA
has to consummate a Business Combination (the "Articles Extension") from March
2, 2023 (the "Original Termination Date") to June 2, 2023 (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 nine 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, 2024, or a total of up to thirty-six months after the
Original Termination Date, unless the closing of a Business Combination shall
have occurred prior thereto (the "Extension Amendment Proposal"). The
shareholders of ARYA approved the Extension Amendment Proposal at the Extension
Meeting and on February 28, 2023, 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 28, 2023, ARYA held the Extension Meeting to approve the Extension
Amendment Proposal and the Adjournment Proposal, each as more fully described in
the Extension Proxy Statement. As there were sufficient votes to approve the
Extension Amendment Proposal, the Adjournment Proposal was not presented to
shareholders.
Holders of 16,463,342 ordinary shares of ARYA held of record as of February 3,
2023, the record date for the Extension Meeting, entitled to vote at the
Extension Meeting, were present in person or by proxy, representing
approximately 85.81% of the voting power of ARYA's ordinary shares as of the
record date for the Extension Meeting, and constituting a quorum for the
transaction of business.
The voting results for the Extension Amendment Proposal were as follows:
The Extension Amendment Proposal
For Against Abstain
14,839,311 1,624,031 0
The Adjournment 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, this proposal was not voted upon at the Extension Meeting.
In connection with the vote to approve the Articles Amendment, the holders of
11,259,169 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 $10.22 per share, for an aggregate redemption amount of
approximately $115,071,882.05.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
3.1 Amendment to Amended and Restated Memorandum and Articles of
Association.
10.1 Convertible Promissory Note, dated February 28, 2023 and issued to
ARYA Sciences Holdings IV.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses