Cayman Islands
|
001-40122
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98-1574672
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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51 Astor Place, 10th Floor
New York, NY
|
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10003
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(Address Of Principal Executive Offices)
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(Zip Code)
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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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Class A Ordinary Share, $0.0001 par value
|
ARYD
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The Nasdaq Capital Market
|
Large accelerated filer
|
☐ |
Accelerated filer
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☐
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Non-accelerated filer
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☒ |
Smaller reporting company
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☒ |
Emerging growth company
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☒ |
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Page
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1
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Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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20
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Item 3.
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31
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Item 4.
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32
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32
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Item 1.
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32
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Item 1A.
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33
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Item 2.
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34
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Item 3.
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36
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Item 4.
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36
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Item 5.
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36
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Item 6.
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36
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38
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Item 1. |
Financial Statements
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March 31, |
December 31,
|
|||||||
2024 | 2023 |
|||||||
Assets
|
(Unaudited) |
|||||||
Current assets:
|
||||||||
Cash
|
$
|
87,505
|
$
|
20,191
|
||||
Prepaid expenses
|
53,399
|
56,547
|
||||||
Total current assets
|
140,904
|
76,738
|
||||||
Cash held in Trust Account
|
37,119,896
|
40,575,949
|
||||||
Total Assets
|
$
|
37,260,800
|
$
|
40,652,687
|
||||
Liabilities and Shareholders’ Deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
157,777
|
$
|
130,524
|
||||
Accrued expenses
|
8,602,809
|
9,837,703
|
||||||
Due to related party
|
240,000
|
210,000
|
||||||
Convertible promissory note - related party
|
3,145,000 | 2,175,000 | ||||||
Total current liabilities
|
12,145,586
|
12,353,227
|
||||||
Deferred underwriting commissions
|
2,616,250
|
2,616,250
|
||||||
Total liabilities
|
14,761,836
|
14,969,477
|
||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares, $0.0001 par value; 3,300,016 and 3,690,831 shares subject to possible redemption at approximately $11.22 and $10.97 per share as of March 31, 2024 and December 31, 2023, respectively
|
37,019,896
|
40,475,949
|
||||||
Shareholders’ Deficit:
|
||||||||
Preference shares, $0.0001 par
value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2024 and December 31, 2023
|
—
|
—
|
||||||
Class A ordinary shares, $0.0001
par value; 479,000,000 shares authorized; 499,000 shares issued and outstanding (excluding 3,300,016
and 3,690,831 shares subject to possible redemption) as of March 31, 2024 and December 31, 2023,
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 March 31, 2024
and December 31, 2023, respectively
|
374
|
374
|
||||||
Additional paid-in capital
|
517,654
|
—
|
||||||
Accumulated deficit
|
(15,039,010
|
)
|
(14,793,163
|
)
|
||||
Total shareholders’ deficit
|
(14,520,932
|
)
|
(14,792,739
|
)
|
||||
Total Liabilities and Shareholders’ Deficit
|
$
|
37,260,800
|
$
|
40,652,687
|
For the Three Months Ended March 31, |
||||||||
2024 | 2023 |
|||||||
General and administrative expenses
|
$
|
611,740
|
$ | 968,597 | ||||
Income (loss) from operations
|
(611,740
|
)
|
(968,597
|
)
|
||||
Gain on extinguishment of accrued legal expenses
|
1,274,547 | — | ||||||
Open Market Subscription Agreement expense
|
(1,420,405 | ) | — | |||||
Interest earned on cash and investments held in Trust Account
|
511,751
|
1,128,846 | ||||||
Net income (loss)
|
$
|
(245,847
|
)
|
$ | 160,249 | |||
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
4,046,532
|
11,322,046 | ||||||
Basic and diluted net income (loss) per share, Class A ordinary share
|
$
|
(0.03
|
)
|
$
|
0.01
|
|||
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
3,737,500
|
3,737,500 | ||||||
Basic and diluted net income (loss) per share, Class B ordinary share
|
$
|
(0.03
|
)
|
$
|
0.01
|
|
Ordinary Shares
|
Additional | Total | |||||||||||||||||||||||||
|
Class A
|
Class B
|
Paid-in | Accumulated | Shareholders’ | |||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||
Balance – December 31, 2023
|
499,000 | $ | 50 | 3,737,500 | $ | 374 | $ | — | $ | (14,793,163 | ) | $ | (14,792,739 | ) | ||||||||||||||
Open Market Subscription Agreement expense
|
— | — | — | — | 1,420,405 | — | 1,420,405 | |||||||||||||||||||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption
|
— | — | — | — | (902,751 | ) | - | (902,751 | ) | |||||||||||||||||||
Net loss
|
— | — | — | — | — | (245,847 | ) | (245,847 | ) | |||||||||||||||||||
Balance – March 31,
2024 (unaudited)
|
499,000 | $ | 50 | 3,737,500 | $ | 374 | $ | 517,654 | $ | (15,039,010 | ) | $ | (14,520,932 | ) |
|
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
|
)
|
For the Three Months Ended
March 31,
|
||||||||
|
2024 |
2023 |
||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss)
|
$
|
(245,847
|
)
|
$ | 160,249 | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Gain on extinguishment of legal expenses |
(1,274,547 | ) | — | |||||
Open Market Subscription Agreement expense | 1,420,405 | — |
||||||
Interest earned on cash and investments held in Trust Account
|
(511,751
|
)
|
(1,128,846 | ) | ||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
3,149
|
1,250 | ||||||
Accounts payable
|
27,253
|
2,921 | ||||||
Accrued expenses
|
39,652
|
723,399 | ||||||
Due to related party
|
30,000 | 30,000 | ||||||
Net cash used in operating activities
|
(511,686
|
)
|
(211,027 | ) | ||||
Cash Flows from Investing Activities:
|
||||||||
Cash deposited in Trust Account
|
(391,000
|
)
|
(420,000 | ) | ||||
Cash withdrawn from Trust Account for redemption
|
4,358,804 | 115,071,882 | ||||||
Net cash provided by financing activities
|
3,967,804
|
114,651,882 | ||||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from convertible promissory note – related party
|
970,000 | 600,000 | ||||||
Redemption of Class A ordinary shares
|
(4,358,804 | ) | (115,071,882 | ) | ||||
Net cash used in financing activities
|
(3,388,804
|
)
|
(114,471,882 | ) | ||||
Net change in cash
|
67,314
|
(31,027 | ) | |||||
Cash - beginning of the period
|
20,191
|
91,049 | ||||||
Cash - end of the period
|
$
|
87,505
|
$ | 60,022 |
|
• |
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 March 31,
|
|||||||||||||||
2024 |
2023 |
|||||||||||||||
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Class A
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Class B
|
Class A
|
Class B
|
||||||||||||
Basic and diluted net income per ordinary share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income
|
$
|
(127,804
|
)
|
$
|
(118,403
|
)
|
$
|
120,478
|
$
|
39,771
|
||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
4,046,532
|
3,737,500
|
11,322,046
|
3,737,500
|
||||||||||||
|
||||||||||||||||
Basic and diluted net income per ordinary share
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
$ | 0.01 |
$
|
0.01
|
|
1. |
ARYA Merger Sub will merge with and into the Company (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the
Company and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Company and Adagio becoming a wholly owned subsidiary of ListCo, on the terms and subject to the conditions in the
Business Combination Agreement;
|
|
2. |
(i) each issued and outstanding Class A ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001
per share, of ListCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement (“New Adagio”) (the “New Adagio Common Stock”) and (ii) each issued and
outstanding Class B ordinary share will be automatically cancelled, extinguished and converted into the right to receive one
share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited
by the Sponsor, and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and
will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”);
|
|
3. |
(i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding
the convertible notes issued by Adagio to the Perceptive PIPE Investor pursuant to the note purchase agreements dated April 4, 2023 and November 28, 2023, between Adagio and the Perceptive PIPE Investor
(collectively, the “2023 Bridge Financing Notes”) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically
and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and
retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of
Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General
Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange
ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection
with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such
Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award
(other than an In-the-Money Adagio Option) will automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto.
|
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
|
4,018,937 | |||
Class A ordinary shares subject to possible redemption at December 31, 2023
|
$
|
40,475,949
|
||
Less: |
||||
Redemption of Class A ordinary shares
|
(4,358,804 | ) | ||
Plus: |
||||
Adjustment for accretion of Class A ordinary shares subject to possible redemption
|
902,751 | |||
Class A ordinary shares subject to possible redemption at March 31, 2024 |
$ |
37,019,896 |
March 31,
|
||||
2024
|
||||
Base Share Price
|
$
|
10.00
|
||
Adjusted per Share (1.2X Purchase Price Ratio)
|
$
|
8.33
|
||
Adjusted share price
|
$
|
7.00
|
||
Probablility of Closing
|
75.00
|
%
|
||
Estimated fair value per Share at Closing
|
$
|
5.25
|
March 31,
|
||||
2024
|
||||
Base Share Price
|
$
|
7.00
|
||
Strike price, as defined in Subscription Agreement
|
$
|
10.00
|
||
Term (Months)
|
12.00
|
|||
Average volatility rate
|
70.00
|
%
|
||
Estimated expected Warrant price
|
$
|
1.21
|
||
Estimated fair value per Warrant at Closing (1.2x Coverage Ratio)
|
$
|
1.45
|
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”), the unsecured promissory note to the Sponsor pursuant to which the Company may borrow up to $900,000 (the “Third Working Capital
Loan”) and the unsecured convertible promissory note to the Sponsor pursuant to which the Company may borrow up to $1,000,000 (the “Fourth Working Capital Loan,” and together with the First Convertible Working Capital Loan, the Second
Convertible Working Capital Loan and the Third Working Capital Loan, the “Convertible Working Capital Loans”);
|
• |
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”);
|
• |
the number of redemptions by our public shareholders in connection with a proposed Business Combination; and
|
• |
the other risks and uncertainties discussed herein and in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including in our Annual Report on Form 10-K filed with the SEC on March
29, 2024.
|
|
• |
may significantly dilute the equity interest of investors in our Initial Public Offering, which will receive shares of New Adagio Common Stock (as defined below) in connection with the consummation of the
Proposed Adagio Business Combination (as defined below);
|
|
• |
may subordinate the rights of holders of Class A ordinary shares or any shares of New Adagio Common Stock issued to holders of Class A ordinary shares in connection with the Proposed Adagio Business
Combination if preference shares are issued with rights senior to those afforded to our Class A ordinary shares;
|
|
• |
could cause a change in control if a substantial number of our Class A ordinary shares or shares of New Adagio Common Stock 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 or any shares of New Adagio Common Stock.
|
|
• |
default and foreclosure on our assets if our operating revenues after a 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 security is outstanding;
|
|
• |
our inability to pay dividends on our Class A ordinary shares or any shares of New Adagio Common Stock following the consummation of the Proposed Adagio
Business Combination;
|
|
• |
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 or any shares of New Adagio Common Stock following the consummation of the Proposed Adagio Business Combination, 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.
|
|
1. |
ARYA Merger Sub will merge with and into ARYA (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with ARYA and
Adagio surviving the Mergers and, after giving effect to such Mergers, each of ARYA and Adagio becoming a wholly owned subsidiary of ListCo, on the terms and subject to the conditions in the Business Combination Agreement;
|
|
2. |
(i) each issued and outstanding Class A ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of ListCo
after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement (“New Adagio”) (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share will be
automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor, and issued to PIPE Investors (as
defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger
price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger
Price Vesting”);
|
|
3. |
(i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and
outstanding unsecured convertible promissory notes of Adagio (excluding the convertible notes issued by Adagio to the Perceptive PIPE Investor pursuant to the note purchase agreements dated April 4, 2023 and November 28, 2023, between
Adagio and the Perceptive PIPE Investor (collectively, the “2023 Bridge Financing Notes”) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be
automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in
connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically
converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which
appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock
based on the exchange ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection
with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an
“In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will
automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
|
• |
a limited availability of market quotations for our securities;
|
|
• |
reduced liquidity for our securities;
|
|
• |
become subject to stockholder litigation;
|
|
• |
likely losing any active trading market for our securities, as our securities may then only be traded on one of the over-the-counter
markets, if at all;
|
|
• |
a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary
shares to adhere to more stringent rules, including being subject to the depositary requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for our
securities;
|
|
• |
a limited amount of news and analyst coverage; and
|
|
• |
a decreased ability to issue additional securities or obtain additional financing in the future.
|
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
|
|
Business Combination Agreement, dated as of February 13, 2024, by and among ARYA Sciences Acquisition Corp IV, Aja Holdco, Inc., Aja Merger Sub 1, Aja Merger Sub 2, Inc. and Adagio
Medical, Inc. (7)
|
||
Amended and Restated Memorandum and Articles of Association.(2)
|
||
Amendment to Amended and Restated Memorandum and Articles of Association.(4)
|
||
Amendment to Amended and Restated Memorandum and Articles of Association. (8)
|
||
Specimen Ordinary Share Certificate.(1)
|
||
Private Placement Shares Purchase Agreement between the Company and the Sponsor.(2)
|
||
Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(2)
|
||
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.(2)
|
||
Administrative Services Agreement between the Company and the Sponsor.(2)
|
||
Form of Indemnity Agreement.(1)
|
||
Convertible Promissory Note, dated November 7, 2022, and issued to ARYA Sciences Holdings IV. (3)
|
||
Convertible Promissory Note, dated February 28, 2023, and issued to ARYA Sciences Holdings IV.(4)
|
||
Promissory Note, dated September 27, 2023 and issued to ARYA Sciences Holdings IV (5)
|
||
Amendment to Second Convertible Promissory Note, dated February 13, 2024, by and between ARYA Sciences Acquisition Corp IV and ARYA Sciences Holdings IV. (7)
|
||
Amended and Restated Third Promissory Note, dated February 13, 2024, by and between ARYA Sciences Acquisition Corp IV and ARYA Sciences Holdings IV. (7)
|
||
Fourth Convertible Promissory Note, dated as of February 8, 2024 and issued to ARYA Sciences Holdings IV. (6)
|
||
Sponsor Letter Agreement, dated as of February 13, 2024, by and between ARYA Sciences Acquisition Corp IV, ARYA Sciences Holdings IV, Aja Holdco, Inc., Adagio Medical, Inc. and the
other parties thereto. (7)
|
||
Investor Rights Agreement, dated as of February 13, 2024, by and among ARYA Sciences Acquisition Corp IV, Aja Holdco, Inc., Perceptive Life Sciences Master Fund, Ltd, ARYA Sciences
Holdings IV and the other parties thereto. (7)
|
||
PIPE Subscription Agreement, dated as of February 13, 2024, by and among Perceptive Life Sciences Master Fund, Ltd, ARYA Sciences Acquisition Corp IV and Aja Holdco, Inc. (7)
|
||
Form of Non-Redemption Subscription Agreement. (7)
|
||
Form of Open Market Purchase Subscription Agreement. (7)
|
||
Form of Subscription Agreement with Pre-Funded Warrant and Warrant. (7)
|
||
Form of Convertible Security Subscription Agreement. (7)
|
||
2024 Bridge Financing Note Subscription Agreement, dated as of February 13, 2024, by and between Aja Holdco, Inc., Perceptive Life Sciences Master Fund, Ltd and certain other investors
thereto. (7)
|
||
Form of Convert Warrant Agreement. (7)
|
||
Form of Convert Guaranty. (7)
|
||
Form of Convert Security Document. (7)
|
||
Form of Convert Registration Rights Agreement. (7)
|
||
Form of New Adagio Convertible Promissory Note. (7)
|
||
Form of Adagio Stockholder Transaction Support Agreement. (7)
|
||
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.*
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.*
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
(1)
|
Incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on February 19, 2021.
|
(2)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 2, 2021.
|
(3)
|
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.
|
(4)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 1, 2023.
|
(5)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on September 27, 2023.
|
(6)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on February 9, 2024.
|
(7)
|
Incorporated by reference to the registrant’s Amendment No. 1 to the Current Report on Form 8-K, filed with the SEC on February 14, 2024.
|
(8)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on February 28, 2024.
|
Dated: May 20, 2024
|
ARYA SCIENCES ACQUISITION CORP IV
|
|
By:
|
/s/ Michael Altman
|
|
Name:
|
Michael Altman
|
|
Title:
|
Chief Financial Officer
|
1. |
I have reviewed the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of ARYA Sciences Acquisition Corp IV;
|
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;
|
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;
|
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:
|
|
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;
|
|
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 ;
|
|
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
|
|
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
|
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):
|
|
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
|
|
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.
|
Date: May 20, 2024
|
By:
|
/s/ Adam Stone
|
Adam Stone
|
||
Chief Executive Officer and Director
|
||
(Principal Executive Officer)
|
1. |
I have reviewed the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of ARYA Sciences Acquisition Corp IV;
|
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;
|
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;
|
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:
|
|
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;
|
|
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;
|
|
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
|
|
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
|
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):
|
|
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
|
|
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.
|
Date: May 20, 2024
|
By:
|
/s/ Michael Altman
|
Michael Altman
|
||
Chief Financial Officer and Director
|
||
(Principal Financial and Accounting Officer)
|
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 20, 2024
|
||
/s/ Adam Stone
|
||
Name:
|
Adam Stone
|
|
Title:
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 20, 2024
|
||
/s/ Michael Altman
|
||
Name:
|
Michael Altman
|
|
Title:
|
Chief Financial Officer and Director
|
|
(Principal Financial and Accounting Officer)
|