---

---

---

Item 5.03. Amendments to Articles of Association.

 

On February 27, 2024, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”) held an extraordinary general meeting of shareholders (the “Extension Meeting”) to approve an amendment to ARYA’s amended and restated memorandum and articles of association (the “Articles”) to extend the date (the “Termination Date”) by which ARYA has to consummate a Business Combination (the “Articles Extension Amendment”) from March 2, 2024 (the “Previous Termination Date”) to April 2, 2024 (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 eleven 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, 2025, or a total of up to twelve months after the Previous Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”). 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 $111,000 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 ARYA as a loan for an aggregate deposit of up to $1,221,000 in eleven equal installments to be deposited into the Trust Account for each of the eleven one-month optional extensions following the Articles Extension Date. As disclosed in ARYA’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 9, 2024, ARYA expects to draw on the unsecured convertible promissory note, dated February 8, 2024, by and between ARYA and the Sponsor (the “Fourth Convertible Promissory Note”) in order to fund the $111,000 monthly deposits into the Trust Account and the Sponsor has the option to convert any amounts outstanding under the Fourth Convertible Promissory Note into Class A ordinary shares, par value $0.0001 per share, of ARYA (“Class A Ordinary Shares”), at a conversion price equal to $10.00 per share, in connection with a business combination of ARYA.

Additionally, ARYA held the Extension Meeting to approve an amendment to the Articles (the “Class B Share Amendment”) to allow for the conversion of Class B ordinary shares, par value $0.0001 per share, of ARYA (“Class B Ordinary Shares”) into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the consummation of an initial business combination, at the option of the holder of such Class B Ordinary Shares; provided that such Class A Ordinary Shares issued upon conversion of the Class B Ordinary Shares shall have no right to participate in any distribution from the Trust Account (the “Class B Share Proposal”).

Furthermore, ARYA held the Extension Meeting to approve an amendment to the Articles (the “Redemption Limitation Amendment,” and together with the Articles Extension Amendment and the Class B Share Amendment, the “Articles Amendment”) to eliminate the limitation that ARYA may not redeem Class A Ordinary Shares to the extent that such redemption would result in ARYA having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow ARYA to redeem Class A Ordinary Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”).

The shareholders of ARYA approved the Extension Amendment Proposal, the Class B Share Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on February 27, 2024, 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 27, 2024, ARYA held the Extension Meeting to approve the Extension Amendment Proposal, the Class B Share Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal, each as more fully described in the definitive proxy statement that ARYA filed with the SEC on February 1, 2024. As there were sufficient votes to approve the Extension Amendment Proposal, the Class B Share Proposal and the Redemption Limitation Amendment Proposal, the Adjournment Proposal was not presented to shareholders.

Holders of 3,505,052 Class A Ordinary Shares and 3,707,500 Class B Ordinary Shares of ARYA held of record as of January 26, 2024, the record date for the Extension Meeting, entitled to vote at the Extension Meeting, were present in person or by proxy, representing approximately 89.7% of the voting power of ARYA’s Class A Ordinary Shares and Class B Ordinary Shares as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.

  

The voting results for each of the proposals were as follows:

 

 

 

 

 

 

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.

 

Dated: February 28, 2024