Cayman Islands
|
001-40122
|
98-1574672
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
51 Astor Place, 10th Floor
New York, NY
|
|
10003
|
(Address Of Principal Executive Offices)
|
|
(Zip Code)
|
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
|
Large accelerated filer
|
☐ |
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒ |
Smaller reporting company
|
☒ |
Emerging growth company
|
☒ |
|
|
Page
|
||
1
|
||
Item 1.
|
1
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
17 | |
Item 3.
|
24 | |
Item 4.
|
25 | |
25 | ||
Item 1.
|
25 | |
Item 1A.
|
26 | |
Item 2.
|
26 | |
Item 3.
|
27 | |
Item 4.
|
27
|
|
Item 5.
|
27 | |
Item 6.
|
27 | |
28 |
Item 1. |
Financial Statements
|
September 30, |
December 31,
|
|||||||
2023 | 2022 |
|||||||
Assets
|
(Unaudited) |
|||||||
Current assets:
|
||||||||
Cash
|
$
|
13,808
|
$
|
91,049
|
||||
Prepaid expenses
|
157,617
|
55,400
|
||||||
Total current assets
|
171,425
|
146,449
|
||||||
Cash and investments held in Trust Account
|
39,630,822
|
151,628,894
|
||||||
Total Assets
|
$
|
39,802,247
|
$
|
151,775,343
|
||||
Liabilities and Shareholders’ Deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
89,310
|
$
|
65,892
|
||||
Accrued expenses
|
7,308,452
|
5,994,774
|
||||||
Due to related party
|
180,000
|
90,000
|
||||||
Convertible promissory note - related party
|
1,705,000 | 120,000 | ||||||
Total current liabilities
|
9,282,762
|
6,270,666
|
||||||
Deferred underwriting commissions
|
2,616,250
|
2,616,250
|
||||||
Total liabilities
|
11,899,012
|
8,886,916
|
||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares, $0.0001 par value; 3,690,831 and 14,950,000 shares subject to possible redemption at approximately $10.71 and $10.14 per share as of September 30, 2023 and December 31, 2022, respectively
|
39,530,822
|
151,528,894
|
||||||
Shareholders’ Deficit:
|
||||||||
Preference shares, $0.0001 par
value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2023 and December 31, 2022
|
—
|
—
|
||||||
Class A ordinary shares, $0.0001
par value; 479,000,000 shares authorized; 499,000 shares issued and outstanding (excluding 3,690,831
and 14,950,000 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022,
respectively
|
50
|
50
|
||||||
Class B ordinary shares, $0.0001
par value; 20,000,000 shares authorized; 3,737,500 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively
|
374
|
374
|
||||||
Additional paid-in capital
|
—
|
—
|
||||||
Accumulated deficit
|
(11,628,011
|
)
|
(8,640,891
|
)
|
||||
Total shareholders’ deficit
|
(11,627,587
|
)
|
(8,640,467
|
)
|
||||
Total Liabilities and Shareholders’ Deficit
|
$
|
39,802,247
|
$
|
151,775,343
|
For the Three Months Ended
September 30,
|
For the Nine Months Ended
September 30,
|
|||||||||||||||
2023 |
2022 |
2023 |
2022 | |||||||||||||
General and administrative expenses
|
$
|
959,673
|
$ | 180,405 | $ | 2,007,121 | $ | 737,938 | ||||||||
Loss from operations
|
(959,673
|
)
|
(180,405 | ) | (2,007,121 | ) | (737,938 | ) | ||||||||
Interest earned on cash and investments held in Trust Account
|
504,601
|
— | 2,093,811 | — | ||||||||||||
Unrealized gain on investments held in Trust Account
|
— | 745,227 | — | 895,570 | ||||||||||||
Net (loss) income
|
$
|
(455,072
|
)
|
$ | 564,822 | $ | 86,690 | $ | 157,632 | |||||||
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
3,690,831
|
15,449,000 | 6,206,616 | 15,449,000 | ||||||||||||
Basic and diluted net (loss) income per share, Class A ordinary share
|
$
|
(0.06
|
)
|
$ | 0.03 | $ | 0.01 | $ | 0.01 | |||||||
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
3,737,500
|
3,737,500 | 3,737,500 | 3,737,500 | ||||||||||||
Basic and diluted net (loss) income per share, Class B ordinary share
|
$
|
(0.06
|
)
|
$ | 0.03 | $ | 0.01 | $ | 0.01 |
Ordinary Shares | Additional |
|
Total
|
|||||||||||||||||||||||||
Class A
|
Class B
|
Paid-in |
Accumulated |
Shareholders’ | ||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance – December 31, 2022
|
499,000
|
$
|
50
|
3,737,500
|
$
|
374
|
$
|
—
|
$
|
(8,640,891
|
)
|
$
|
(8,640,467
|
)
|
||||||||||||||
Adjustment of accretion of Class A ordinary
shares subject to possible redemption |
— | — | — | — | — | (1,548,845 | ) | (1,548,845 | ) | |||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
160,249
|
160,249
|
|||||||||||||||||||||
Balance – March 31, 2023 (unaudited)
|
499,000
|
50
|
3,737,500
|
374
|
—
|
(10,029,487
|
)
|
(10,029,063
|
)
|
|||||||||||||||||||
Adjustment of accretion of Class A ordinary
shares subject to possible redemption |
— | — | — | — | — | (600,365 | ) | (600,365 | ) | |||||||||||||||||||
Net income |
— | — | — | — | — | 381,513 | 381,513 | |||||||||||||||||||||
Balance – June 30, 2023 (unaudited) |
499,000 |
|
50 | 3,737,500 |
|
374 |
|
— |
|
(10,248,339 | ) |
|
(10,247,915 | ) | ||||||||||||||
Adjustment of accretion of Class A ordinary
shares subject to possible redemption |
— | — | — | — | — | (924,600 | ) | (924,600 | ) | |||||||||||||||||||
Net loss |
— | — | — | — | — | (455,072 | ) | (455,072 | ) | |||||||||||||||||||
Balance – September 30, 2023 (unaudited) | 499,000 | $ | 50 |
|
3,737,500 | $ | 374 | $ | — | $ | (11,628,011 | ) | $ | (11,627,587 | ) |
Ordinary Shares | Additional |
|
Total |
|||||||||||||||||||||||||
Class A
|
Class B
|
Paid-in | Accumulated | Shareholders’ |
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital | Deficit | Deficit |
||||||||||||||||||||||
Balance - December 31, 2021
|
499,000
|
$
|
50
|
3,737,500
|
$
|
374
|
$
|
—
|
$
|
(10,295,731
|
)
|
$
|
(10,295,307
|
)
|
||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(211,186
|
)
|
(211,186
|
)
|
|||||||||||||||||||
Balance – March 31, 2022 (unaudited)
|
499,000
|
50
|
3,737,500
|
374
|
—
|
(10,506,917
|
)
|
(10,506,493
|
)
|
|||||||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption
|
— | — | — | — | — | (102,679 | ) | (102,679 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (196,004 | ) | (196,004 | ) | |||||||||||||||||||
Balance – June 30, 2022 (unaudited) |
499,000 | 50 | 3,737,500 | 374 | — | (10,805,600 | ) | (10,805,176 | ) | |||||||||||||||||||
Adjustment of accretion of Class A ordinary
shares subject to possible redemption
|
— | — | — | — | — | 1,871,023 | 1,871,023 | |||||||||||||||||||||
Net income
|
— | — | — | — | — | 564,822 | 564,822 | |||||||||||||||||||||
Balance – September 30, 2022 (unaudited) |
499,000 | $ | 50 | 3,737,500 | $ | 374 | $ | — | $ | (8,369,755 | ) | $ | (8,369,331 | ) |
For the Nine Months Ended
September 30,
|
||||||||
|
2023 |
2022 |
||||||
Cash Flows from Operating Activities: | ||||||||
Net income
|
$
|
86,690
|
$ | 157,632 | ||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Interest earned on cash and investments held in Trust Account
|
(2,093,811
|
)
|
— | |||||
Unrealized gain on investments held in Trust Account | (895,570 | ) | ||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(102,217
|
)
|
217,897 | |||||
Accounts payable
|
23,418
|
(106,005 | ) | |||||
Accrued expenses
|
1,313,679
|
132,936 | ||||||
Due to related party
|
90,000 | 60,000 | ||||||
Net cash used in operating activities
|
(682,241
|
)
|
(433,110 | ) | ||||
Cash Flows from Investing Activities:
|
||||||||
Cash deposited in Trust Account
|
(980,000
|
)
|
— | |||||
Cash withdrawn from Trust Account for redemption
|
115,071,882 | — | ||||||
Net cash provided by financing activities
|
114,091,882
|
— | ||||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from convertible promissory note – related party
|
1,585,000 | — | ||||||
Redemption of Class A ordinary shares
|
(115,071,882 | ) | — | |||||
Offering costs paid
|
—
|
(45,000 | ) | |||||
Net cash used in financing activities
|
(113,486,882
|
)
|
(45,000 | ) | ||||
Net change in cash
|
(77,241
|
)
|
(478,110 | ) | ||||
Cash - beginning of the period
|
91,049
|
501,242 | ||||||
Cash - end of the period
|
$
|
13,808
|
$ | 23,132 |
|
• |
Level 1, defined as observable inputs
such as quoted prices (unadjusted) for identical instruments in active markets;
|
|
• |
Level 2, defined as inputs other than
quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not
active; and
|
|
• |
Level 3, defined as unobservable inputs
in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers
are unobservable.
|
|
For the Three Months Ended September 30,
|
|||||||||||||||
2023 | 2022 | |||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
||||||||||||
Basic and diluted net (loss) income per ordinary share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net (loss) income
|
$
|
(226,106
|
)
|
$
|
(228,966
|
)
|
$
|
454,796
|
$
|
110,026
|
||||||
|
||||||||||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding
|
3,690,831
|
3,737,500
|
15,449,000
|
3,737,500
|
||||||||||||
|
||||||||||||||||
Basic and diluted net (loss) income per ordinary share
|
$
|
(0.06
|
)
|
$
|
(0.06
|
)
|
$ | 0.03 |
$
|
0.03
|
|
For the Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | |||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
||||||||||||
Basic and diluted net income per ordinary share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income
|
$
|
54,108
|
$
|
32,582
|
$
|
126,926
|
$
|
30,706
|
||||||||
|
||||||||||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding
|
6,206,616
|
3,737,500
|
15,449,000
|
3,737,500
|
||||||||||||
|
||||||||||||||||
Basic and diluted net income per ordinary share
|
$ | 0.01 | $ | 0.01 |
$
|
0.01
|
$
|
0.01
|
Gross proceeds
|
$
|
149,500,000
|
||
Less:
|
||||
Offering costs allocated to Class A ordinary shares subject to possible redemption
|
(8,734,896
|
)
|
||
Plus:
|
||||
Accretion on Class A ordinary shares subject to possible redemption amount
|
8,147,540
|
|||
Plus: |
||||
Waiver of deferred underwriting commissions
|
2,616,250 | |||
Class A ordinary shares subject to possible redemption at December 31, 2022 | 151,528,894 | |||
Less: |
||||
Redemption of Class A ordinary shares
|
(115,071,882 | ) | ||
Plus: |
||||
Adjustment for accretion of Class A ordinary shares subject to possible redemption
|
3,073,810 | |||
Class A ordinary shares subject to possible redemption at September 30, 2023
|
$
|
39,530,822
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||
Assets held in Trust Account:
|
||||||||||||
Cash held in Trust Account
|
$
|
39,630,822
|
$
|
—
|
$
|
—
|
||||||
$
|
39,630,822
|
$
|
—
|
$
|
—
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||
Assets held in Trust Account:
|
||||||||||||
U.S. Treasury Securities
|
$
|
151,628,280
|
$
|
—
|
$
|
—
|
||||||
Cash equivalents – money market
funds
|
614 | — | — | |||||||||
$
|
151,628,894
|
$
|
—
|
$
|
—
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
• |
we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;
|
• |
our ability to select an appropriate target business or businesses;
|
• |
our ability to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”);
|
• |
our expectations around the performance of a prospective target business or businesses;
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;
|
• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;
|
• |
our potential ability to obtain additional financing to complete our initial Business Combination or reimburse any loans ARYA Sciences Holdings IV (the “Sponsor”) may loan to the Company (the “Working Capital Loans”), including the
unsecured convertible promissory note to the Sponsor, pursuant to which the Company borrowed $120,000 (the “First Convertible Working Capital Loan”), the unsecured convertible promissory note to the Sponsor, pursuant to which the Company
may borrow up to $1,680,000 (the “Second Convertible Working Capital Loan” and together with the First Convertible Working Capital Loan, the “Convertible Working Capital Loans”) and the unsecured promissory note to the Sponsor pursuant to
which the Company may borrow up to $900,000 (the “Third Working Capital Loan”);
|
• |
our pool of prospective target businesses;
|
• |
our ability to consummate an initial Business Combination due to the uncertainty resulting from general economic and political conditions such as recessions, interest rates, international currency fluctuations and health epidemics and
pandemics (including the ongoing COVID-19 pandemic), inflation, changes in diplomatic and trade relationships and acts of war or terrorism (such as the military conflict between Ukraine, the Russian Federation and Belarus that started in
February 2022 or the conflict in Israel and Palestine);
|
• |
the ability of our officers and directors to generate a number of potential Business Combination opportunities;
|
• |
our ability to obtain additional financing to complete a Business Combination
|
• |
our public securities’ potential liquidity and trading;
|
• |
the use of funds not held in the trust account (“Trust Account”) or available to us from interest income on the Trust Account balance;
|
• |
our ability to continue as a going concern
|
• |
the Trust Account not being subject to claims of third parties;
|
• |
our financial performance following our initial public offering (the “Initial Public Offering”); and
|
• |
the number of redemptions by our public shareholders in connection with a proposed Business Combination;
|
• |
the other risks and uncertainties discussed herein and in our filings with the SEC, including in our Annual Report on Form 10-K filed with the SEC on April 6, 2023
|
• |
may significantly dilute the equity interest of investors in our Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares
on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
|
• |
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
|
• |
could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the
resignation or removal of our present officers and directors;
|
• |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
|
• |
may adversely affect prevailing market prices for our Class A ordinary shares.
|
• |
default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
|
• |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver
or renegotiation of that covenant;
|
• |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
• |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
• |
our inability to pay dividends on our Class A ordinary shares;
|
• |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and
other general corporate purposes;
|
• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who
have less debt.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities.
|
Item 3. |
Defaults upon Senior Securities
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
Amended and Restated Memorandum and Articles of Association.(1)
|
|
|
Amendment to Amended and Restated Memorandum and Articles of Association.(2)
|
|
|
Specimen Ordinary Share Certificate.(3)
|
|
|
Private Placement Shares Purchase Agreement between the Company and the Sponsor.(1)
|
|
|
Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(1)
|
|
|
Registration and Shareholder Rights Agreement, dated March 2, 2021, among the Company, the Sponsor and certain other equityholders named therein.(1)
|
|
|
Letter Agreement among the Company, the Sponsor and the Company’s officers and directors.(1)
|
|
|
Administrative Services Agreement between the Company and the Sponsor.(1)
|
|
|
Form of Indemnity Agreement.(3)
|
|
|
Convertible Promissory Note, dated November 7, 2022, and issued to ARYA Sciences Holdings IV. (4)
|
|
|
Convertible Promissory Note, dated February 28, 2023, and issued to ARYA Sciences Holdings IV.(2)
|
|
Promissory Note, dated September 27, 2023 and issued to ARYA Sciences Holdings IV (5)
|
||
|
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
|
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.**
|
|
101.INS
|
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).*
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.*
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document.*
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document.*
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*
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* |
Filed herewith.
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** |
Furnished herewith.
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(1) |
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 2, 2021.
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(2) |
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 1, 2023.
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(3) |
Incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on February 19, 2021.
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(4) |
Incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K, filed with the SEC on November 7, 2022.
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(5) |
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on September 27, 2023.
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Dated: November 9, 2023
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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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1. |
I have reviewed the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of ARYA Sciences Acquisition Corp IV;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
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4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: November 9, 2023
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By:
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/s/ Adam Stone
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Adam Stone
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Chief Executive Officer and Director
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(Principal Executive Officer)
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1. |
I have reviewed the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of ARYA Sciences Acquisition Corp IV;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
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4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: November 9, 2023
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By:
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/s/ Michael Altman
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Michael Altman
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Chief Financial Officer and Director
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(Principal Financial and Accounting Officer)
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(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 9, 2023
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/s/ Adam Stone
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Name:
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Adam Stone
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Title:
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Chief Executive Officer and Director
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(Principal Executive Officer)
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(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 9, 2023
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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 and Director
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(Principal Financial and Accounting Officer)
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