Cayman Islands
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001-40122
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98-1574672
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(State or other jurisdiction of
incorporation) |
(Commission File Number)
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(I.R.S. Employer
Identification No.) |
51 Astor Place, 10th Floor
New York, NY |
10003
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(Address of principal executive offices)
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(Zip Code)
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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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Title of each class
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
Class A Ordinary Shares, par value $0.0001 per share
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ARYD
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The Nasdaq Capital Market
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For
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Against
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Abstain
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6,903,671
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208,881
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0
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For
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Against
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Abstain
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6,945,870
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166,682
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0
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For
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Against
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Abstain
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6,945,870
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166,682
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0
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Exhibit No.
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Description
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Amendment to Amended and Restated Memorandum and Articles of Association.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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a)
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Article 12.2 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new
Article 12.2:
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(a)
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Class B Shares may be converted into Class A Shares on a one-for-one basis: at any time and from time to time prior to the consummation of the
Company’s initial Business Combination at the option of the holders thereof.
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(b)
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On the first business day following the consummation of the Company’s initial Business Combination, the issued Class B Shares shall automatically
be converted into such number of Class A Shares as is equal, in the aggregate, on an as-converted basis, to 20% of the sum of:
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(i) |
the total number of Shares issued and outstanding (excluding the Private Placement Shares) upon completion of the IPO (including pursuant to the Over-Allotment Option),
plus
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(ii) |
the sum of (A) the total number of Class A Shares issued or deemed issued, or issuable upon conversion or exercise of any equity-linked securities or rights issued or
deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or equity-linked securities exercisable for or convertible into Class A Shares issued,
deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or their affiliates upon conversion of working capital loans,
if any, minus (B) the total number of Public Shares repurchased pursuant to the IPO Redemption.”
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b)
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Article 38.2 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new
Article 38.2:
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(a)
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submit such Business Combination to its Members for approval; or
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(b)
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provide Members with the opportunity to have their Shares repurchased by means of a tender offer (a “Tender Offer”) for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to
the consummation of such Business Combination, including interest earned on the funds held in the Trust Account not previously released to the Company to pay its income taxes, if any, divided by the number of the then-outstanding Public
Shares in issue.”
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c)
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Article 38.6 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new
Article 38.6:
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d)
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Article 38.8 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new
Article 38.8:
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e)
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Article 38.9 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new
Article 38.9:
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(a) |
that would modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to:
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(i) |
have their shares redeemed or repurchased in connection with a Business Combination pursuant to Articles 38.2(b) or 38.6; or
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(ii) |
redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within thirty-seven months (or up to forty-eight months, if
applicable under the provisions of Article 38.8) after the date of the closing of the IPO pursuant to Article 38.8; or
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(b) |
with respect to any other provision relating to the rights of holders of Public Shares, each holder of Public Shares who is not a Founder, officer or director shall be
provided with the opportunity to redeem their Public Shares upon the approval of any such amendment (an Amendment Redemption) at a
per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, if any, divided
by the number of the then-outstanding Public Shares in issue.”
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f)
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Article 38.11 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following
new Article 38.11:
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(a)
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receive funds from the Trust Account; or
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(b)
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vote as a class with the Public Shares:
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(i) |
on a Business Combination or on any other proposal presented to Members prior to or in connection with the completion of a Business Combination; or
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(ii) |
to approve an amendment to these Articles to:
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/s/ Michael Altman
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Michael Altman
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for and on behalf of
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ARYA Sciences Acquisition Corp IV
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