Cayman Islands
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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
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ARYD
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The Nasdaq Capital Market
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Large accelerated filer
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☐ |
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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PART I. FINANCIAL INFORMATION
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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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14
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Item 3.
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19
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Item 4.
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19
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PART II. OTHER INFORMATION
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Item 1.
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19
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Item 1A.
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20
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Item 2.
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20
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Item 3.
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20
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Item 4.
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20
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Item 5.
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20
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Item 6.
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21
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Item 1. |
Financial Statements (Unaudited)
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March 31, 2021
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December 31, 2020
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||||||
Assets
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(Unaudited)
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|||||||
Current assets:
|
||||||||
Cash
|
$
|
810,094
|
$
|
-
|
||||
Prepaid expenses
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620,212
|
1,750
|
||||||
Total current assets
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1,430,306
|
1,750
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||||||
Deferred offering costs
|
-
|
40,705
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||||||
Investments held in Trust Account
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149,515,326
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-
|
||||||
Total Assets
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$
|
150,945,632
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$
|
42,455
|
||||
Liabilities and Shareholders' Equity
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||||||||
Current liabilities:
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||||||||
Accounts payable
|
$
|
550
|
$
|
25,000
|
||||
Accrued expenses
|
145,197
|
19,778
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||||||
Due to related party
|
11,071
|
11,216
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||||||
Total current liabilities
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156,818
|
55,994
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||||||
Deferred underwriting commissions
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5,232,500
|
-
|
||||||
Total liabilities
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5,389,318
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55,994
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||||||
Commitments and Contingencies
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||||||||
Class A ordinary shares, $0.0001 par value; 14,055,631 and 0 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020,
respectively
|
140,556,310
|
-
|
||||||
Shareholders' Equity:
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||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
-
|
-
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||||||
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 1,393,369 and 0 shares issued and outstanding (excluding 14,055,631 and 0 shares subject to
possible redemption) at March 31, 2021 and December 31, 2020, repectively
|
139
|
-
|
||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,737,500 and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020,
respectively
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374
|
-
|
||||||
Additional paid-in capital
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5,223,281
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-
|
||||||
Accumulated deficit
|
(223,790
|
)
|
(13,539
|
)
|
||||
Total shareholders' equity
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5,000,004
|
(13,539
|
)
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|||||
Total Liabilities and Shareholders' Equity
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$
|
150,945,632
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$
|
42,455
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General and administrative expenses
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$
|
225,577
|
||
Loss from operations
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(225,577
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)
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||
Unrealized gain on investments held in Trust Account
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15,326
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|||
Net loss
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$
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(210,251
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)
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Basic and diluted weighted average shares outstanding of Class A ordinary shares
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15,449,000
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|||
Basic and diluted net income per share, Class A ordinary share
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$
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0.00
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||
Basic and diluted weighted average shares outstanding of Class B ordinary shares
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3,418,103
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|||
Basic and diluted net loss per share, Class B ordinary share
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$
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(0.07
|
)
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Ordinary Shares
|
|
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Additional
Paid-in
Capital
|
|
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Accumulated
Deficit
|
|
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Total
Shareholders'
Equity
|
|
|||||||||||||||||
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Class A
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Class B
|
||||||||||||||||||||||||||
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Shares
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Amount
|
|
|
Shares
|
|
|
Amount
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||||||||||||||||||||
Balance - December 31, 2020
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
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(13,539
|
)
|
$
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(13,539
|
)
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||||||||||||||
Issuance of Class B ordinary shares to Sponsor
|
-
|
-
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3,737,500
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374
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24,626
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-
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25,000
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|||||||||||||||||||||
Sale of Class A ordinary shares in initial public offering, gross
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14,950,000
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1,495
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-
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-
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149,498,505
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-
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149,500,000
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|||||||||||||||||||||
Offering costs
|
-
|
-
|
-
|
-
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(8,734,896
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)
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-
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(8,734,896
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)
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|||||||||||||||||||
Sale of private placement shares to Sponsor in private placement
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499,000
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50
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-
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-
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4,989,950
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-
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4,990,000
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|||||||||||||||||||||
Shares subject to possible redemption
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(14,055,631
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)
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(1,406
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)
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-
|
-
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(140,554,904
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)
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-
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(140,556,310
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)
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|||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
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(210,251
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)
|
(210,251
|
)
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|||||||||||||||||||
Balance - March 31, 2021 (unaudited)
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1,393,369
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$
|
139
|
3,737,500
|
$
|
374
|
$
|
5,223,281
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$
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(223,790
|
)
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$
|
5,000,004
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(210,251
|
)
|
|
Unrealized gain on investments held in Trust Account
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(15,326
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
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(616,462
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)
|
||
Accounts payable
|
550
|
|||
Accrued expenses
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71,124
|
|||
Due to related party
|
11,071
|
|||
Net cash used in operating activities
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(759,294
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)
|
||
Cash Flows from Investing Activities:
|
||||
Cash deposited in Trust Account
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(149,500,000
|
)
|
||
Net cash used in investing activities
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(149,500,000
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)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from note payable to related party
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127,075
|
|||
Repayment of note payable to related party
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(161,216
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)
|
||
Proceeds received from initial public offering, gross
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149,500,000
|
|||
Proceeds received from private placement
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4,990,000
|
|||
Offering costs paid
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(3,386,471
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)
|
||
Net cash provided by financing activities
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151,069,388
|
|||
Net change in cash
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810,094
|
|||
Cash - beginning of the period
|
-
|
|||
Cash - end of the period
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$
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810,094
|
||
Supplemental disclosure of noncash investing and financing activities:
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||||
Issuance of Class B ordinary shares to Sponsor in exchange for payment of outstanding accounts payable balance
|
$
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25,000
|
||
Offering costs included in prepaid expenses
|
$
|
2,000
|
||
Offering costs included in accrued expenses
|
$
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70,000
|
||
Offering costs paid by related party under promissory note
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$
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22,925
|
||
Deferred underwriting commissions
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$
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5,232,500
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||
Value of Class A ordinary shares subject to possible redemption
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$
|
140,716,410
|
||
Change in value of Class A ordinary shares subject to possible redemption
|
$
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(160,100
|
)
|
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• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
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• |
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
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• |
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.
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Description
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Quoted Prices in
Active Markets
(Level 1)
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Significant Other
Observable Inputs
(Level 2)
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Significant Other
Unobservable Inputs
(Level 3)
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|||||||||
Assets held in Trust Account:
|
||||||||||||
U.S. Treasury Securities
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$
|
149,509,534
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$
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-
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$
|
-
|
||||||
Cash equivalents – money market funds
|
5,792
|
-
|
-
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|||||||||
$
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149,515,326
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$
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-
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$
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-
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Item 2. |
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• |
we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;
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• |
our ability to select an appropriate target business or businesses;
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• |
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”);
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• |
our expectations around the performance of a prospective target business or businesses;
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• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;
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• |
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;
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• |
our potential ability to obtain additional financing to complete our initial Business Combination;
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• |
our pool of prospective target businesses;
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• |
our ability to consummate an initial Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic;
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• |
the ability of our officers and directors to generate a number of potential Business Combination opportunities;
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• |
our public securities’ potential liquidity and trading;
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• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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• |
the trust account not being subject to claims of third parties;
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• |
our financial performance following our initial public offering (the “Initial Public Offering”); and
|
•
|
the other risks and uncertainties discussed herein and in final prospectus relating to our Initial Public Offering filed
with the SEC on March 1, 2021.
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• |
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;
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• |
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;
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• |
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;
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• |
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
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|
• |
may adversely affect prevailing market prices for our Class A ordinary shares.
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|
• |
default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
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• |
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;
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• |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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• |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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|
• |
our inability to pay dividends on our Class A ordinary shares;
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|
• |
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;
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|
• |
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.
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Item 3. |
Item 4. |
Item 1. |
Item 1A. |
Item 2. |
Item 3. |
Item 4. |
Item 5. |
Item 6. |
Exhibit
Number
|
|
Description |
|
Amended and Restated Memorandum and Articles of Association.(1)
|
|
|
Specimen Ordinary Share Certificate.(2)
|
|
|
Description of Registrant’s Securities.*
|
|
|
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 among the Company, the Sponsor and certain other equityholders named
therein.(1)
|
|
|
Letter Agreement among the Company, the Sponsor, the Foundation and the Company’s officers and directors.(1)
|
|
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Administrative Services Agreement between the Company and the Sponsor.(1)
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Form of Indemnity Agreement.(2)
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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.**
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|
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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.**
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101.INS
|
|
XBRL Instance Document.*
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101.SCH
|
|
XBRL Taxonomy Extension Schema Document.*
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101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.*
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101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.*
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.*
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101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.*
|
* |
Filed herewith.
|
** |
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.
|
(2) |
Incorporated by reference to the registrant’s Form S-1, filed with the SEC on February 19, 2021.
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Dated: May 13, 2021
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ARYA SCIENCES ACQUISITION CORP IV
|
|
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By:
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/s/ Michael Altman
|
|
Name:
|
Michael Altman
|
|
Title:
|
Chief Financial Officer
|
|
• |
“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; “company,” “we,” “us,”
“our,” or “our company” are to ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company;
|
|
• |
“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our Initial Public Offering and
the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public
shares”);
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|
• |
“initial shareholders” are to our sponsor and independent directors;
|
|
• |
“Initial Public Offering” refers to our initial public offering for our Class A ordinary shares;
|
|
• |
“management” or “our management team” are to our executive officers and directors (including our directors who became directors at the consummation of
our Initial Public Offering);
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|
• |
“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
|
|
• |
“private placement shares” are to the Class A ordinary shares issued to our sponsor in a private placement simultaneously with the closing of our
Initial Public Offering (which private placement shares are identical to the shares sold in our Initial Public Offering, subject to certain limited exceptions) and upon conversion of working capital loans;
|
|
• |
“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of
our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
|
|
• |
“public shares” are to our Class A ordinary shares to be sold in our Initial Public Offering (whether they are purchased in our Initial Public
Offering or thereafter in the open market); and
|
|
• |
“sponsor” refers to to ARYA Sciences Holdings IV, a Cayman Islands exempted limited company.
|
|
• |
14,950,000 Class A ordinary shares issued as as part of our Initial Public Offering;
|
|
• |
499,000 private placement shares issued simultaneously with the closing of our Initial Public Offering; and
|
|
• |
3,737,500 Class B ordinary shares held by our initial shareholders.
|
|
• |
the founder shares are subject to certain transfer restrictions, as described in more detail below;
|
|
• |
our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights
with respect to any founder shares, private placement shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares, private placement shares and any public shares purchased during or after our
Initial Public Offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of
our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the
closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect
to any founder shares or private placement shares they hold if we fail to consummate an initial business combination within 24 months from the closing of our Initial Public Offering (although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of our Initial Public Offering);
|
|
• |
the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described in our
amended and restated memorandum and articles of association; and
|
|
• |
the founder shares are entitled to registration rights.
|
|
• |
we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been
complied with;
|
|
• |
the shareholders have been fairly represented at the meeting in question;
|
|
• |
the arrangement is such as a businessman would reasonably approve; and
|
|
• |
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on
the minority.”
|
|
• |
a company is acting, or proposing to act, illegally or ultra vires (beyond the scope of its authority);
|
|
• |
the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which
have actually been obtained; or
|
|
• |
those who control the company are perpetrating a “fraud on the minority.”
|
|
• |
annual reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly outside of the Cayman
Islands and has complied with the provisions of the Companies Act;
|
|
• |
an exempted company’s register of members is not open to inspection;
|
|
• |
an exempted company does not have to hold an annual shareholder meeting;
|
|
• |
an exempted company may issue negotiable or bearer shares or shares with no par value;
|
|
• |
an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the
first instance);
|
|
• |
an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
|
|
• |
an exempted company may register as a limited duration company; and
|
|
• |
an exempted company may register as a segregated portfolio company.
|
|
• |
if we do not consummate an initial business combination within 24 months from the closing of our Initial Public Offering, we will (i) cease all
operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, 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 and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law;
|
|
• |
prior to the completion of our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i)
receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial
business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of our Initial
Public Offering or (y) amend the foregoing provisions;
|
|
• |
although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our
executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of
FINRA or an independent valuation or accounting firm that such a business combination or transaction is fair to our company from a financial point of view;
|
|
• |
if a shareholder vote on our initial business combination is not required by applicable law or stock exchange rule and we do not decide to hold a
shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial
business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
|
|
• |
our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of
the net assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial
business combination;
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our initial business combination must be approved by a majority of our independent directors;
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if our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or
timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, we will provide our public shareholders with
the opportunity to redeem all or a portion of their ordinary shares upon such approval 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 and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and
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we will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
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a) |
the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial institution;
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b) |
the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized
jurisdiction; or
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c) |
the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in, or formed
under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors.
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1% of the total number of ordinary shares then outstanding, which equals 191,865 shares immediately after our Initial Public Offering; and
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the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.
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the issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
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the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or
such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
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at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity
that is not a shell company.
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1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 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. |
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];
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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: May 13, 2021
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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 this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 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. |
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];
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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: May 13, 2021
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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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/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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/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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