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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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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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The Capital Market
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Large accelerated filer
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☐ |
Accelerated filer
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☐
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☒ |
Smaller reporting company
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Emerging growth company |
| PAGE | ||
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PART I
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1
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Item 1.
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1
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Item 1A.
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22
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Item 1B.
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57
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Item 2.
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57
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Item 3.
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58
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|
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Item 4.
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58
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PART II
|
59
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Item 5.
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59
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Item 6.
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61
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Item 7.
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61
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Item 7A.
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67
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Item 8.
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67
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Item 9.
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67
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Item 9A.
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67
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Item 9B.
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68
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Item 9C.
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68
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PART III
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69
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Item 10.
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69
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Item 11.
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77
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Item 12.
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78
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Item 13.
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80
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Item 14.
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82
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PART IV
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83
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Item 15.
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83
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Item 16.
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84
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F-1
|
||
| • |
“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association, as amended on February 28, 2023 in connection with the extraordinary
general meeting of shareholders to extend the date by which the Company has to consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the
“Business Combination”);
|
| • |
“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;
|
| • |
“founders” are to Joseph Edelman, Adam Stone, Michael Altman and Konstantin Poukalov, senior executives of Perceptive Advisors;
|
| • |
“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”);
|
| • |
“initial shareholders” are to our sponsor and each other holder of founder shares upon the consummation of our Initial Public Offering;
|
| • |
“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);
|
| • |
“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
|
| • |
“Perceptive Advisors” are to Perceptive Advisors, LLC, an affiliate of our sponsor;
|
| • |
“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, as described herein) 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 in our Initial Public Offering (whether they are purchased in our Initial Public Offering or thereafter in the open market); and
|
| • |
“sponsor” are to ARYA Sciences Holdings IV, a Cayman Islands exempted limited company.
|
| • |
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 our initial 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 working capital loans, including the First Convertible Promissory Note (as defined below) and
the Second Convertible Promissory Note (as defined below);
|
| • |
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);
|
| • |
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 share’s potential liquidity and trading;
|
| • |
the use of proceeds not held in the 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 amount of redemptions by our public shareholders in connection with a proposed Business Combination;
|
| • |
the use of funds not held in the Trust Account (as defined in this Report) or available to us from interest income on the Trust Account balance; and
|
| • |
the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report.
|
| Item 1. |
Business
|
| • |
have a scientific or other competitive advantage in the markets in which they operate and which can benefit from access to additional capital as well as our industry relationships and expertise;
|
| • |
are ready to be public, with strong management, corporate governance and reporting policies in place;
|
| • |
will likely be well received by public investors and are expected to have good access to the public capital markets;
|
| • |
have significant embedded and/or underexploited growth opportunities;
|
| • |
exhibit unrecognized value or other characteristics that we believe have been misevaluated by the market based on our rigorous analysis and scientific and business due diligence review; and
|
| • |
will offer attractive risk-adjusted equity returns for our shareholders.
|
| • |
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial Business Combination; and
|
| • |
cause us to depend on the marketing and sale of a single product or limited number of products or services.
|
| • |
we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding or (b) have voting power equal to or in excess of 20%
of the voting power then issued and outstanding;
|
| • |
any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets
to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or
|
| • |
the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
|
| • |
the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage
in the transaction or result in other additional burdens on the company;
|
| • |
the expected cost of holding a shareholder vote;
|
| • |
the risk that the shareholders would fail to approve the proposed Business Combination;
|
| • |
other time and budget constraints of the company; and
|
| • |
additional legal complexities of a proposed Business Combination that would be time-consuming and burdensome to present to shareholders.
|
| • |
our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, officers, advisors or any of their affiliates may purchase shares from public
shareholders outside the redemption process, along with the purpose of such purchases;
|
| • |
if our sponsor, directors, officers, advisors or any of their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process;
|
| • |
our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, officers, advisors or any of their affiliates would
not be voted in favor of approving the business combination transaction;
|
| • |
our sponsor, directors, officers, advisors or any of their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and
|
| • |
we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:
|
| • |
the amount of our securities purchased outside of the redemption offer by our sponsor, directors, executive officers, advisors or any of their affiliates, along with the purchase price;
|
| • |
the purpose of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates;
|
| • |
the impact, if any, of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates on the likelihood that the business combination transaction will be approved;
|
| • |
the identities of our security holders who sold to our sponsor, directors, executive officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders)
who sold to our sponsor, directors, executive officers, advisors or any of their affiliates; and
|
| • |
the number of our securities for which we have received redemption requests pursuant to our redemption offer.
|
| • |
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
|
| • |
file proxy materials with the SEC.
|
| • |
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
|
| • |
file proxy materials with the SEC.
|
| • |
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
|
| • |
file tender offer documents with the SEC prior to completing our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is
required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
|
|
Redemptions in Connection
with our Initial Business
Combination
|
Other Permitted Purchases
of
Public Shares
by us or our Affiliates
|
Redemptions if we fail to
Complete an Initial
Business Combination
|
|||
|
Calculation of redemption price
|
Redemptions at the time of our initial Business Combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct
redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two
business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the trust account and (which shall be net of taxes payable) divided by the number of then outstanding public shares,
subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 as described elsewhere in this Report and any limitations (including but not limited to
cash requirements) agreed to in connections with the negotiation of terms of a proposed initial Business Combination.
|
If we seek shareholder approval of our initial Business Combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately-negotiated transactions or in the open
market either prior to or following completion of our initial business combination. If any of our sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, they would do so at a price no
higher than the price offered through our redemption process. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the
seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a
going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to
comply with such rules.
|
If we are unable to complete our initial Business Combination by the Termination Date, we will redeem all 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 (which shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding public shares.
|
|
Redemptions in Connection
with our Initial Business
Combination
|
Other Permitted Purchases
of
Public Shares
by us or our Affiliates
|
Redemptions if we fail to
Complete an Initial
Business Combination
|
|||
|
Impact to remaining shareholders
|
The redemptions in connection with our initial Business Combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and
taxes payable.
|
If the permitted purchases described above are made there would be no impact to our remaining shareholders because the purchase price would not be paid by us. In the event our sponsor, directors, officers,
advisors or any of their affiliates were to purchase shares from public shareholders, such purchases would by structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through
disclosing the following in our registration statement/proxy statement filed for our Business Combination transaction: the possibility that our sponsor, directors, officers, advisors or any of their affiliates may purchase shares from
public shareholders outside the redemption process, along with the purpose of such purchases; a representation that any of our securities purchased by our sponsor, directors, executive officers, advisors or any of their affiliates would not
be voted in favor of approving the Business Combination transaction; and our sponsor, directors, officers, advisors or any of their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and
possess redemption rights, they would waive such rights. Additionally, we would disclose in a Form 8-K, before our security holder meeting to approve the Business Combination transaction, the following material items: the amount of our
securities purchased outside of the redemption offer by our sponsor, directors, officers, advisors or any of their affiliates, along with the purchase price; the purpose of the purchases by our sponsor, directors, officers, advisors or any
of their affiliates; the impact, if any, of the purchases by our sponsor, directors, officers, advisors or any of their affiliates on the likelihood that the Business Combination transaction will be approved; the identities of our security
holders who sold to our sponsor, directors, officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, directors, officers,
advisors or any of their affiliates; and the number of our securities for which the we have received redemption requests pursuant to our redemption offer.
|
The redemption of our public shares if we fail to complete an initial Business Combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining
shareholders after such redemptions.
|
| Item 1A. |
Risk Factors
|
| • |
our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, officers, advisors or any of their affiliates may purchase shares from public
shareholders outside the redemption process, along with the purpose of such purchases;
|
| • |
if our sponsor, directors, officers, advisors or any of their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process;
|
| • |
our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, officers, advisors or any of their affiliates would
not be voted in favor of approving the business combination transaction;
|
| • |
our sponsor, directors, officers, advisors or any of their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and
|
| • |
we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:
|
| • |
the amount of our securities purchased outside of the redemption offer by our sponsor, directors, executive officers, advisors or any of their affiliates, along with the purchase price;
|
| • |
the purpose of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates;
|
| • |
the impact, if any, of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates on the likelihood that the business combination transaction will be approved;
|
| • |
the identities of our security holders who sold to our sponsor, directors, executive officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders)
who sold to our sponsor, directors, executive officers, advisors or any of their affiliates; and
|
| • |
the number of our securities for which we have received redemption requests pursuant to our redemption offer.
|
| • |
may significantly dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one
basis upon conversion of the Class B ordinary shares;
|
| • |
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
|
| • |
could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the
resignation or removal of our present officers and directors;
|
| • |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
|
| • |
may adversely affect prevailing market prices for our Class A ordinary shares.
|
| • |
default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
|
| • |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver
or renegotiation of that covenant;
|
| • |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
| • |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
| • |
our inability to pay dividends on our Class A ordinary shares;
|
| • |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and
other general corporate purposes;
|
| • |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
| • |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
| • |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who
have less debt.
|
| • |
solely dependent upon the performance of a single business, property or asset; or
|
| • |
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
| • |
solely dependent upon the performance of a single business, property or asset; or
|
| • |
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
| • |
a limited availability of market quotations for our securities;
|
| • |
reduced liquidity for our securities;
|
| • |
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 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.
|
| • |
we have a board that includes a majority of “independent directors,” as defined under Nasdaq rules;
|
| • |
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
|
| • |
we have independent director oversight of our director nominations.
|
| • |
costs and difficulties inherent in managing cross-border business operations;
|
| • |
rules and regulations regarding currency redemption;
|
| • |
complex corporate withholding taxes on individuals;
|
| • |
laws governing the manner in which future business combinations may be effected;
|
| • |
exchange listing and/or delisting requirements;
|
| • |
tariffs and trade barriers;
|
| • |
regulations related to customs and import/export matters;
|
| • |
local or regional economic policies and market conditions;
|
| • |
unexpected changes in regulatory requirements;
|
| • |
longer payment cycles;
|
| • |
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
|
| • |
currency fluctuations and exchange controls;
|
| • |
rates of inflation;
|
| • |
challenges in collecting accounts receivable;
|
| • |
cultural and language differences;
|
| • |
employment regulations;
|
| • |
underdeveloped or unpredictable legal or regulatory systems;
|
| • |
corruption;
|
| • |
protection of intellectual property;
|
| • |
social unrest, crime, strikes, riots and civil disturbances;
|
| • |
regime changes and political upheaval;
|
| • |
terrorist attacks, natural disasters and wars, including the military conflict between Ukraine, the Russian Federation and Belarus that started in February 2022; and
|
| • |
deterioration of political relations with the United States.
|
| Item 1B. |
Unresolved Staff Comments
|
| Item 2. |
Properties
|
| Item 3. |
Legal Proceedings
|
| Item 4. |
Mine Safety Disclosures
|
| Item 5. |
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
| Item 6. |
[Reserved]
|
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
| • |
may significantly dilute the equity interest of investors in our Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on
a greater than one-to-one basis upon conversion of the Class B ordinary shares;
|
| • |
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
|
| • |
could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the
resignation or removal of our present officers and directors;
|
| • |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
|
| • |
may adversely affect prevailing market prices for our Class A ordinary shares.
|
| • |
default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
|
| • |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver
or renegotiation of that covenant;
|
| • |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
| • |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
| • |
our inability to pay dividends on our Class A ordinary shares;
|
| • |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and
other general corporate purposes;
|
| • |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
| • |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
| • |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who
have less debt.
|
| Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk.
|
| Item 8. |
Financial Statements and Supplementary Data.
|
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
| Item 9A. |
Controls and Procedures
|
| 1. |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
| 2. |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
| 3. |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
| Item 9B. |
Other Information
|
| Item 9C. |
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
|
| Item 10. |
Directors, Executive Officers and Corporate Governance
|
|
Name
|
Age
|
Position
|
||
|
Joseph Edelman
|
67
|
Chairman
|
||
|
Adam Stone
|
43
|
Chief Executive Officer and Director
|
||
|
Michael Altman
|
41
|
Chief Financial Officer and Director
|
||
|
Konstantin Poukalov
|
39
|
Chief Business Officer
|
||
|
Todd Wider
|
58
|
Director
|
||
|
Leslie Trigg
|
52
|
Director
|
||
|
Michael Henderson
|
33
|
Director
|
| • |
meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
|
| • |
monitoring the independence of the independent registered public accounting firm;
|
| • |
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
|
| • |
inquiring and discussing with management our compliance with applicable laws and regulations;
|
| • |
pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
|
| • |
appointing or replacing the independent registered public accounting firm;
|
| • |
determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work;
|
| • |
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting
policies;
|
| • |
monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with
the terms of our Initial Public Offering; and
|
| • |
reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of
directors, with the interested director or directors abstaining from such review and approval.
|
| • |
should have demonstrated notable or significant achievements in business, education or public service;
|
| • |
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
|
| • |
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
|
| • |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and
determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
|
| • |
reviewing and approving the compensation of all of our other Section 16 executive officers;
|
| • |
reviewing our executive compensation policies and plans;
|
| • |
implementing and administering our incentive compensation equity-based remuneration plans;
|
| • |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
| • |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
|
| • |
producing a report on executive compensation to be included in our annual proxy statement; and
|
| • |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
| • |
duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
|
| • |
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
| • |
directors should not improperly fetter the exercise of future discretion;
|
| • |
duty to exercise powers fairly as between different sections of shareholders;
|
| • |
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
|
| • |
duty to exercise independent judgment.
|
|
INDIVIDUAL
|
ENTITY
|
ENTITY’S BUSINESS
|
AFFILIATION
|
|||
|
Joseph Edelman
|
Perceptive Advisors, LLC
|
Hedge Fund
|
Chief Executive Officer and Portfolio Manager
|
|||
|
Athira Pharma, Inc.
|
Biotechnology
|
Director
|
||||
|
ARYA Sciences Acquisition Corp IV
|
Special Purpose Acquisition Company
|
Chairman
|
||||
|
Adam Stone
|
Perceptive Advisors, LLC
|
Hedge Fund
|
Chief Investment Officer
|
|||
|
Solid Biosciences
|
Pharmaceuticals
|
Director
|
||||
|
LianBio
|
Biotechnology
|
Director
|
||||
|
Xontogeny
|
Biotechnology
|
Director
|
||||
|
Immatics N.V.
|
Biotechnology
|
Director
|
||||
|
ARYA Sciences Acquisition Corp IV
|
Special Purpose Acquisition Company
|
Chief Executive Officer and Director
|
||||
|
Michael Altman
|
Perceptive Advisors, LLC
|
Hedge Fund
|
Managing Director
|
|||
|
Vitruvius Therapeutics
|
Pharmaceuticals
|
Director
|
||||
|
Lyra Therapeutics
|
Healthcare
|
Director
|
||||
|
Nautilus Biotechnology, Inc.
|
Biotechnology
|
Director
|
||||
|
ARYA Sciences Acquisition Corp IV
|
Special Purpose Acquisition Company
|
Chief Financial Officer and Director
|
||||
|
Konstantin Poukalov
|
Perceptive Advisors, LLC
|
Hedge Fund
|
Managing Director
|
|||
|
Lyra Therapeutics
|
Healthcare
|
Director
|
||||
|
Landos Biopharma, Inc.
|
Healthcare
|
Director
|
||||
|
LianBio
|
Biotechnology
|
Director
|
||||
|
ARYA Sciences Acquisition Corp IV
|
Special Purpose Acquisition Company
|
Chief Business Officer
|
||||
|
Todd Wider
|
Abeona Therapeutics, Inc.
|
Pharmaceuticals
|
Director
|
|||
|
Emendo Biotherapeutics
|
Biopharmaceuticals
|
Director
|
||||
|
ARYA Sciences Acquisition Corp V
|
Special Purpose Acquisition Company
|
Director
|
||||
|
Leslie Trigg
|
Outset Medical Inc.
|
Medical Devices
|
Chair, Chief Executive Officer and President
|
|||
|
Adaptive Biotechnologies Corp.
|
Biotechnology
|
Director
|
||||
|
Michael Henderson
|
BridgeBio Pharma Inc
|
Pharmaceuticals
|
Chief Business Officer
|
| • |
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a Business
Combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial Business Combination. Each of our executive officers is engaged in several other business endeavors for which he
may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.
|
| • |
Our sponsor subscribed for founder shares in January 2021 and purchased private placement shares in a transaction that closed simultaneously with the closing of our Initial Public Offering. In February 2021, our sponsor transferred
30,000 founder shares to each of Michael Henderson, Leslie Trigg and Todd Wider. Our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to
their founder shares, private placement shares and any public shares purchased during or after our Initial Public Offering in connection with (i) the completion of our initial Business Combination and (ii) 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 by the Termination Date or (B) with respect to any other provision relating to the rights of
holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial Business Combination
within the required time period. If we do not complete our initial Business Combination within the required time period, the private placement shares will be worthless. Except as described herein, our sponsor and our management team have
agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial Business Combination and (B) subsequent to our initial Business Combination, (x) if the closing price
of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at
least 150 days after our initial Business Combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right
to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement shares will not be transferable until 30 days following the completion of our initial Business Combination.
Because each of our executive officers and director own ordinary shares directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our
initial Business Combination.
|
| • |
Our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition
to any agreement with respect to our initial Business Combination.
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
|
| • |
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
|
| • |
each of our executive officers and directors that beneficially owns our ordinary shares; and
|
| • |
all our executive officers and directors as a group.
|
|
Class B ordinary shares
|
Class A ordinary shares
|
Ordinary shares
|
||||||||||||||||||
|
Name of Beneficial Owners(1)
|
Number of Shares Beneficially Owned
|
Approximate Percentage of Class
|
Number of Shares Beneficially Owned
|
Approximate Percentage of Class
|
Approximate Percentage of Voting Control(2)
|
|||||||||||||||
|
Arya Sciences Holdings IV (our sponsor)(3)
|
3,647,500
|
97.6
|
%
|
499,000
|
11.9
|
%
|
52.3
|
%
|
||||||||||||
|
Joseph Edelman(4)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
|
Adam Stone(3)
|
3,647,500
|
97.6
|
%
|
499,000
|
11.9
|
%
|
52.3
|
%
|
||||||||||||
|
Michael Altman(3)
|
3,647,500
|
97.6
|
%
|
499,000
|
11.9 |
%
|
52.3
|
%
|
||||||||||||
|
Konstantin Poukalov(4)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
|
Michael Henderson
|
30,000
|
*
|
-
|
-
|
*
|
|||||||||||||||
|
Todd Wider
|
30,000
|
*
|
-
|
-
|
*
|
|||||||||||||||
|
Leslie Trigg
|
30,000
|
*
|
-
|
-
|
*
|
|||||||||||||||
|
All officers and directors as a group (seven individuals)
|
3,737,500
|
100
|
%
|
499,000
|
11.9
|
%
|
53.4
|
%
|
||||||||||||
|
Adage Capital Partners, L.P.(5)
|
-
|
-
|
1,000,000
|
23.9 |
%
|
12.6 |
%
|
|||||||||||||
|
Farallon Capital Partners, L.P.(6)
|
-
|
-
|
800,000
|
19.1
|
%
|
10.1
|
%
|
|||||||||||||
|
Glazer Capital, LLC(7)
|
-
|
-
|
500,000
|
11.9
|
%
|
6.3 |
%
|
|||||||||||||
|
Radcliffe Capital Management, L.P. (8)
|
- | - | 221,613 | 5.3 | % | 2.8 | % | |||||||||||||
| * |
Less than one percent.
|
| (1) |
Unless otherwise noted, the business address of each of the following entities or individuals is 51 Astor Place, 10th Floor, New York, NY 10003.
|
| (2) |
Assuming the automatic conversion of Class B ordinary shares into Class A ordinary shares at the time of the Company’s initial Business Combination.
|
| (3) |
The sponsor is the record holder of the Class B ordinary shares. The sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman. As such, Messrs. Stone and Altman
have voting and investment discretion with respect to the securities held of record by the sponsor and may be deemed to have shared beneficial ownership of the Class B ordinary shares held directly by the sponsor.
|
| (4) |
Does not include any shares indirectly owned by this individual because of his ownership interest in our sponsor.
|
| (5) |
Includes Class A ordinary shares beneficially held by (i) Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”) with respect to the Class A ordinary shares directly owned by it; (ii) Adage
Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), as general partner of ACP with respect to the Class A ordinary shares directly owned by ACP; (iii) Adage Capital Advisors,
L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), as managing member of ACPGP, general partner of ACP, with respect to the Class A ordinary shares directly owned by ACP; (iv) Robert Atchinson
(“Mr. Atchinson”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A ordinary shares directly owned by ACP; and (v) Phillip Gross (“Mr. Gross”), as managing member of ACA, managing
member of ACPGP, general partner of ACP with respect to the Class A ordinary shares directly owned by ACP, based solely on the Schedule 13G filed jointly by Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. Adage Capital
Advisors, L.L.C., Robert Atchinson, and Phillip Gross, with the SEC on November 5, 2020. ACP has the power to dispose of and the power to vote the Class A ordinary shares beneficially owned by it, which power may be exercised by its general
partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP nor ACA directly own any Class A ordinary shares. ACPGP and ACA may be deemed to beneficially own the shares owned by ACP. Messrs. Atchinson and
Gross, as managing members of ACA, have shared power to vote the Class A ordinary shares beneficially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly own any Class A ordinary shares. Messrs. Atchinson and Gross may be deemed to
beneficially own the shares beneficially owned by ACP. The business address of each of ACP, ACPGP, ACA, Mr. Atchinson and Mr. Gross is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
|
| (6) |
Includes Class A ordinary shares beneficially held by entities and individuals affiliated with Farallon Capital Partners, L.P., based on the Schedule 13G filed jointly on January 31, 2023. The Class A
ordinary shares reported for the respective Farallon Funds are held directly by the respective Farallon Funds. The Farallon General Partner, as the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole
member of the FCIP V General Partner, may be deemed to be a beneficial owner of such Class A ordinary shares held by the Farallon Funds other than F5MI. The FCIP V General Partner, as the general partner of FCIP V, may be deemed to be a
beneficial owner of such Class A ordinary shares held by FCIP V. The F5MI General Partner, as the general partner of F5MI, may be deemed to be a beneficial owner of such Class A ordinary shares held by F5MI. Each of the Farallon Individual
Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner, and as a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, in
each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of such Class A ordinary shares held by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI
General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Class A ordinary shares. The business address of each of the reporting persons mentioned in this footnote is c/o Farallon
Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
|
| (7) |
Includes Class A ordinary shares beneficially held by certain funds and managed accounts to which Glazer Capital, LLC (“Glazer Capital”) serves as investment manager as reported on the Schedule 13G filed
jointly on March 10, 2023 by Glazer Capital and Paul J. Glazer. Paul J. Glazer serves as the Managing Member of Glazer Capital. The business address of Glazer Capital, LLC and Paul J. Glazer is 250 West 55th Street, Suite 30A, New York, New
York 10019.
|
|
(8)
|
Includes Class A ordinary shares beneficially held by entities and individuals affiliated with Radcliffe Capital Management L.P., based on the Schedule 13G filed jointly on March 8, 2023. The business
address of Radcliffe Capital Management L.P. is 50 Monument Road, Suite 300, Bala Cynwyd, Pennsylvania 19004.
|
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence
|
| Item 15. |
Exhibits, Financial Statement Schedules
|
| (a) |
The following documents are filed as part of this Report:
|
| (1) |
Financial Statements
|
| (2) |
Financial Statement Schedules:
|
| (3) |
Exhibits
|
|
Exhibit No.
|
Description
|
|
|
Amended and Restated Memorandum and Articles of Association.(1)
|
||
|
Amendment to Amended and Restated Memorandum and Articles of Association.(2)
|
||
|
Specimen Ordinary Share Certificate.(3)
|
||
|
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 and the Company’s officers and directors.(1)
|
||
|
Administrative Services Agreement between the Company and the Sponsor.(1)
|
||
|
Form of Indemnity Agreement.(3)
|
||
|
Convertible Promissory Note, dated November 7, 2022, and issued to ARYA Sciences Holdings IV.(4)
|
||
|
Convertible Promissory Note, dated February 28, 2023, issued to ARYA Sciences Holdings IV.(5)
|
||
|
Subsidiaries of the Company.*
|
||
|
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
|
||
|
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
|
||
|
Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
|
||
|
Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
|
||
|
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.*
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase.*
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase.*
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase.*
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase.*
|
|
|
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 Current Report on Form 8-K, filed with the SEC on March 2, 2021.
|
| (2) |
Incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K, filed with the SEC on March 1, 2023.
|
| (3) |
Incorporated by reference to the registrant’s Form S-1, filed with the SEC on February 19, 2021.
|
| (4) |
Incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K, filed with the SEC on November 7, 2022.
|
| (5) |
Incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K, filed with the SEC on March 1, 2023.
|
| Item 16. |
Form 10-K Summary
|
|
ARYA SCIENCES ACQUISITION CORP IV
|
|
|
April 6, 2023
|
/s/ Michael Altman
|
|
Name: Michael Altman
|
|
|
Title: Chief Financial Officer
|
|
Name
|
Position
|
Date
|
||
|
/s/ Joseph Edelman
|
Chairman of the Board of Directors
|
April 6, 2023
|
||
|
Joseph Edelman
|
||||
|
/s/ Adam Stone
|
Chief Executive Officer and Director
|
April 6, 2023
|
||
|
Adam Stone
|
(Principal Executive Officer)
|
|||
|
/s/ Michael Altman
|
Chief Financial Officer and Director
|
April 6, 2023
|
||
|
Michael Altman
|
(Principal Financial and Accounting Officer)
|
|||
|
/s/ Todd Wider
|
Director
|
April 6, 2023
|
||
|
Todd Wider
|
||||
|
/s/ Leslie Trigg
|
Director
|
April 6, 2023
|
||
|
Leslie Trigg
|
||||
|
/s/ Michael Henderson
|
Director
|
April 6, 2023
|
||
|
Michael Henderson
|
|
Page
|
||||
|
Audited Financial Statements of ARYA Sciences Acquisition Corp IV:
|
||||
|
F-2
|
||||
|
F-3
|
||||
|
F-4
|
||||
|
F-5
|
||||
|
F-6
|
||||
|
F-7
|
||||
|
2022
|
2021
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$
|
|
$
|
|
||||
|
Prepaid expenses
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
Investments held in Trust Account
|
|
|
||||||
|
Total Assets
|
$
|
|
$
|
|
||||
|
Liabilities and Shareholders’ Deficit
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
|
$
|
|
||||
|
Accrued expenses
|
|
|
||||||
|
Due to related party
|
|
|
||||||
| Convertible promissory note - related party |
||||||||
|
Total current liabilities
|
|
|
||||||
|
Deferred underwriting commissions
|
|
|
||||||
|
Total liabilities
|
|
|
||||||
|
Commitments and Contingencies
|
||||||||
|
Class A ordinary shares, $
|
|
|
||||||
|
Shareholders’ Deficit:
|
||||||||
|
Preference shares, $
|
|
|
||||||
|
Class A ordinary shares, $
|
|
|
||||||
|
Class B ordinary shares, $
|
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
|
Total shareholders’ deficit
|
(
|
)
|
(
|
)
|
||||
|
Total Liabilities and Shareholders’ Deficit
|
$
|
|
$
|
|
||||
| 2022 | 2021 | |||||||
|
General and administrative expenses
|
$
|
|
$
|
|
||||
|
Loss from operations
|
(
|
)
|
(
|
)
|
||||
| Other income | ||||||||
| Interest income and unrealized gain on investments held in Trust Account |
|
|
||||||
| Total other income | ||||||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
|
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
|
|
||||||
|
Basic and diluted net income (loss) per share, Class A ordinary share
|
$
|
|
$
|
(
|
)
|
|||
|
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
|
|
||||||
|
Basic and diluted net income (loss) per share, Class B ordinary share
|
$
|
|
$
|
(
|
)
|
|||
| Ordinary Shares |
Additional | Total | ||||||||||||||||||||||||||
|
Class A
|
Class B
|
Paid-in
|
Accumulated
|
Shareholders’
|
||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
|
Balance - December 31, 2020
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
|
Issuance of Class B ordinary shares to Sponsor
|
- | - | ||||||||||||||||||||||||||
|
Sale of private placement shares to Sponsor in private placement
|
||||||||||||||||||||||||||||
|
Accretion on Class A ordinary shares subject to possible redemption
|
- | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
|
Net loss
|
-
|
|
-
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||
|
Balance - December 31, 2021
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||
|
Adjustment of accretion of Class A ordinary shares subject to possible redemption
|
- | - | ||||||||||||||||||||||||||
|
Net income
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
|
Balance - December 31, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
|
|
2022 |
2021
|
||||||
| Cash Flows from Operating Activities: | ||||||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
|
Interest income and unrealized gain on investments held in Trust Account
|
(
|
)
|
(
|
)
|
||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Prepaid expenses
|
|
(
|
)
|
|||||
|
Accounts payable
|
(
|
)
|
|
|||||
|
Accrued expenses
|
|
|
||||||
| Due to related party |
||||||||
|
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Cash deposited in Trust Account
|
|
(
|
)
|
|||||
|
Net cash used in investing activities
|
|
(
|
)
|
|||||
|
Cash Flows from Financing Activities:
|
||||||||
| Proceeds from convertible promissory note - related party | ||||||||
|
Proceeds from note payable to related party
|
|
|
||||||
|
Repayment of note payable to related party
|
|
(
|
)
|
|||||
|
Proceeds received from initial public offering, gross
|
|
|
||||||
|
Proceeds received from private placement
|
|
|
||||||
|
Offering costs paid
|
(
|
)
|
(
|
)
|
||||
|
Net cash provided by financing activities
|
|
|
||||||
|
Net change in cash
|
(
|
)
|
|
|||||
|
Cash - beginning of the period
|
|
|
||||||
|
Cash - end of the period
|
$
|
|
$
|
|
||||
|
Supplemental disclosure of noncash investing and financing activities:
|
||||||||
|
Extinguishment of deferred underwriting commissions allocated to public shares
|
$ |
$ |
||||||
|
Issuance of Class B ordinary shares to Sponsor in exchange for payment of outstanding accounts payable balance
|
$
|
|
$
|
|
||||
|
Offering costs included in prepaid expenses
|
$ |
$
|
|
|||||
|
Offering costs included in accrued expenses
|
$
|
|
$
|
|
||||
|
Offering costs paid by related party under promissory note
|
$
|
|
$
|
|
||||
|
Deferred underwriting commissions
|
$
|
|
$
|
|
||||
|
|
For the Three Months Ended September 30, 2022 (unaudited)
|
|||||||||||
|
|
As Previously Reported
|
Restatement Adjustment
|
As Restated
|
|||||||||
|
|
||||||||||||
|
Loss from operations
|
$ |
(
|
)
|
$ |
|
$ |
(
|
)
|
||||
|
Gain from settlement of deferred underwriting commissions
|
|
(
|
)
|
|
||||||||
|
Unrealized gain on investments held in Trust Account
|
|
|
|
|||||||||
|
Net income
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
|
||||||||||||
|
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
|
|
||||||||||
|
Basic and diluted net income per share, Class A ordinary share
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
|
|
||||||||||
|
Basic and diluted net income per share, Class B ordinary share
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
|
||||||||||||
|
|
For the Nine Months Ended September 30, 2022 (unaudited)
|
|||||||||||
|
|
As Previously Reported
|
Restatement Adjustment
|
As Restated
|
|||||||||
|
|
||||||||||||
|
Loss from operations
|
$ |
(
|
)
|
$ |
|
$ |
(
|
)
|
||||
|
Gain from settlement of deferred underwriting commissions
|
|
(
|
)
|
|
||||||||
|
Unrealized gain on investments held in Trust Account
|
|
|
|
|||||||||
|
Net income
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
|
||||||||||||
|
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
|
|
||||||||||
|
Basic and diluted net income per share, Class A ordinary share
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
|
|
||||||||||
|
Basic and diluted net income per share, Class B ordinary share
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
For the three months ended September 30, 2022
|
||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
|
Ordinary Shares
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Total Shareholder's Deficit
|
||||||||||||||||||||||||||||||||
|
|
Class A
|
Class B
|
As Previously Reported
|
Restatement Adjustment
|
As Restated
|
|||||||||||||||||||||||||||||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||||||||||||||||
|
Balance - June 30, 2022 (unaudited)
|
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
)
|
$ |
|
$ |
(
|
)
|
$ |
(
|
)
|
|||||||||||||||||
|
Adjustment of accretion of Class A ordinary shares subject to possible redemption
|
-
|
-
|
-
|
-
|
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||
|
Net income
|
-
|
-
|
-
|
-
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||
|
Balance - September 30, 2022 (unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||||||||
|
For the nine months ended September 30, 2022
|
||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
|
Ordinary Shares
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Total Shareholder's Deficit
|
||||||||||||||||||||||||||||||||
|
|
Class A
|
Class B
|
As Previously Reported
|
Restatement Adjustment
|
As Restated
|
|||||||||||||||||||||||||||||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||||||||||||||||
|
Balance - December 31, 2021
|
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
)
|
$ |
|
$ |
(
|
)
|
$ |
(
|
)
|
|||||||||||||||||
|
Adjustment of accretion of Class A ordinary shares subject to possible redemption
|
-
|
-
|
-
|
-
|
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||
|
Net income
|
-
|
-
|
-
|
-
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||
|
Balance - September 30, 2022 (unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||||||||
|
|
For the Nine Months Ended September 30, 2022 (unaudited)
|
|||||||||||
|
|
As Previously Reported
|
Restatement Adjustment
|
As Restated
|
|||||||||
|
Cash Flows from Operating Activities:
|
||||||||||||
|
Net income
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||||||
|
Gain from settlement of deferred underwriting commissions
|
(
|
)
|
|
|
||||||||
|
Unrealized gain on investments held in Trust Account
|
(
|
)
|
|
(
|
)
|
|||||||
|
Changes in operating assets and liabilities
|
|
|||||||||||
|
Net cash used in operating activities
|
(
|
)
|
|
(
|
)
|
|||||||
|
|
||||||||||||
|
Net cash used in financing activities
|
(
|
)
|
|
(
|
)
|
|||||||
|
|
||||||||||||
|
Net change in cash
|
(
|
)
|
|
(
|
)
|
|||||||
|
|
||||||||||||
|
Cash - beginning of the period
|
|
|
|
|||||||||
|
Cash - end of the period
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
Supplemental disclosure of noncash investing and financing activities:
|
||||||||||||
|
Extinguishment of deferred underwriting commissions allocated to public shares
|
$
|
|
$
|
|
$
|
|
||||||
| • |
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 Year Ended December 31, 2022
|
For the Year Ended December 31, 2021
|
|||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
|
Basic and diluted net income (loss) per ordinary share:
|
||||||||||||||||
|
Numerator:
|
||||||||||||||||
|
Allocation of net income (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
|
Denominator:
|
||||||||||||||||
|
Basic and diluted weighted average ordinary shares outstanding
|
|
|
|
|
||||||||||||
|
Basic and diluted net income (loss) per ordinary share
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
|
Gross proceeds
|
$
|
|
||
|
Less:
|
||||
|
Offering costs allocated to Class A ordinary shares subject to possible redemption
|
(
|
)
|
||
|
Plus:
|
||||
|
Accretion on Class A ordinary shares subject to possible redemption amount
|
|
|||
|
Class A ordinary shares subject to possible redemption at December 31, 2021
|
|
|||
| Plus: |
||||
|
Waiver of deferred underwriting commissions
|
||||
| Less: |
||||
|
Adjustment for accretion of Class A ordinary shares subject to
possible redemption
|
( |
) | ||
| Class A ordinary shares subject to possible redemption at December 31, 2022 |
$ |
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||
|
Assets held in Trust Account:
|
||||||||||||
|
U.S. Treasury Securities
|
$
|
|
$
|
|
$
|
|
||||||
|
Cash equivalents – money market funds
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
|||||||
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||
|
Assets held in Trust Account:
|
||||||||||||
|
U.S. Treasury Securities
|
$
|
|
$
|
|
$
|
|
||||||
|
Cash equivalents – money market funds
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
|||||||
|
•
|
“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association, as amended on February 28, 2023 in connection with the extraordinary
general meeting of shareholders to extend the date by which the Company has to consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business
Combination”);
|
|
•
|
“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”);
|
|
•
|
“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);
|
|
•
|
“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 ARYA Sciences Holdings IV, a Cayman Islands exempted limited company.
|
|
•
|
14,950,000 Class A ordinary shares issued 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 by the Termination Date 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 Termination Date (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 Termination Date);
|
|
•
|
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 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 by the Termination Date, 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 (except as provided in the amended and restated memorandum and articles of association) 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;
|
|
•
|
our initial business combination must be approved by a majority of our independent directors;
|
|
•
|
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 by the Termination Date 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
|
|
•
|
we will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
|
| a) |
the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial institution;
|
| 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
|
| 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.
|
|
•
|
1% of the total number of ordinary shares then outstanding, which equals 191,865 shares immediately after our Initial Public Offering; and
|
|
•
|
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.
|
|
•
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
|
•
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
|
•
|
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
|
|
•
|
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.
|
| 1. |
I have reviewed the Annual Report on Form 10-K for the year ended December 31, 2022 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)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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
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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
|
| 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.
|
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Date: April 6, 2023
|
By:
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/s/ Adam Stone
|
|
Adam Stone
|
||
|
Chief Executive Officer and Director
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||
|
(Principal Executive Officer)
|
| 1. |
I have reviewed the Annual Report on Form 10-K for the year ended December 31, 2022 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 period 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)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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: April 6, 2023
|
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: April 6, 2023
|
By:
|
/s/ Adam Stone
|
|
Adam Stone
|
||
|
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: April 6, 2023
|
By:
|
/s/ Michael Altman
|
|
Michael Altman
|
||
|
Chief Financial Officer and Director
|
||
|
(Principal Financial and Accounting Officer)
|
Description of Organization and Business Operations |
12 Months Ended |
|---|---|
Dec. 31, 2022 | |
| Description of Organization and Business Operations [Abstract] | |
| Description of Organization and Business Operations |
Note 1 - Description of
Organization and Business Operations
ARYA Sciences Acquisition Corp IV (the “Company”) was incorporated as a Cayman Islands exempted company on August 24, 2020. The Company was
formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company
and, as such, the Company is subject to all of the risks associated with emerging growth companies.
All activity for the period from August 24, 2020 (inception) through December 31, 2022 was related to the Company’s formation and initial public
offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its
initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on investments held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The
Company has selected December 31 as its fiscal year end.
The Company’s sponsor is ARYA Sciences Holdings IV, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement for
the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Class A ordinary shares (the “Public Shares”), including the 1,950,000 Public Shares as a
result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share,
generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in
deferred underwriting commissions (see Note 6). On August 8, 2022, the Company received a waiver from one of the
underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred
underwriting commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that (i) this waiver is not intended to allocate its 50% portion of the deferred underwriting
commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid
to one or more parties or otherwise be used in connection with an initial Business Combination.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 499,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (see Note 5).
Upon the closing of the Initial Public Offering and the Private Placement, $149.5 million ($10.00 per Public Share) of the net proceeds of
the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and are
invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the
Trust Account as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and
the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of
at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions
and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their
Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek
shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in
the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the
Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company
will pay to the underwriters (as discussed in Note 6).
These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible
assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares,
represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote
for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will adopt upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum
and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however,
shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the
proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks
shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares they hold in favor of a Business Combination.
Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of
any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private
Placement Shares and Public Shares in connection with the completion of a Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in
connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person
with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an
aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.
The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed
not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares
redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete
its Business Combination within the time period during which the Company is required to consummate a Business
Combination pursuant to the Amended and Restated Memorandum and Articles of Association (the “Combination Period”), or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class
A ordinary shares in conjunction with any such amendment.
If the Company has not completed a Business Combination within the Combination
Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
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 the Company to pay its 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 the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law.
The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if
the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the
Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the
Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the
redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the
extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a
transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per
Public Share due to reductions in the value of the assets in the Trust Account, in each case net of the interest that may be withdrawn to pay for the Company’s tax obligations. This liability will not apply with respect to any claims by a third
party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of
creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with
the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified
whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. The Sponsor may not be able to satisfy those obligations. None of the Company’s
officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Going Concern
As of December 31, 2022, the Company had approximately $91,000 in its operating bank account, and working capital deficit of approximately $6.1 million.
The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $161,000 from the Sponsor pursuant to the Note (as defined in Note 5), the proceeds from the consummation of the Private Placement not held in the Trust Account, the First Convertible Promissory Note and the Second Convertible
Promissory Note. The
Company fully repaid the Note upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors may, but are not obligated to, provide the Company Working
Capital Loans (as defined in Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan, and as of December 31, 2022, there was $120,000 of borrowings outstanding under the First
Convertible Promissory Note (see Note 5 for additional information).
The Company cannot provide any assurance that new financing along the lines detailed above will be
available to it on commercially acceptable terms, if at all. Further, the Company has until the end of the Combination Period to consummate a Business Combination, but the Company cannot provide assurance that it will be able to consummate a
Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern
considerations in accordance with FASB ASC Topic 205-40, “Basis of Presentation - Going Concern,” management has determined that the working capital deficit and mandatory liquidation and subsequent dissolution raises substantial doubt about
the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate (see Note 10). The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going
concern. The Company intends to complete its initial Business Combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the
Combination Period. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after the end of the Combination Period, nor do these financial statements include any adjustments
relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
|
Restatement of Previously Issued Financial Statements |
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| Restatement of Previously Issued Financial Statements [Text Block] |
Note 2 – Restatement of Previously Issued Financial Statements
On August 8, 2022, the Company received a waiver from one of the underwriters of its
Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share (the “Waiver”) of the deferred underwriting commissions (the “Deferred
Commissions”), which were payable upon completion of an initial business combination and deposited into the trust account established in connection with the Company’s Initial Public Offering. In connection with this Waiver, the underwriter also
agreed that (i) this Waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to
receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an
initial business combination.
Historically, the Company had recognized a liability upon closing of its Initial Public Offering in March 2021 for a portion of the Deferred Commissions which was
contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the Initial Public Offering. In its previously issued unaudited condensed financial
statements as of and for the period ended September 30, 2022 (the “Quarterly Report”), the Company recognized the Waiver as an extinguishment, with a resulting non-operating gain recognized in its statement of operations. Upon subsequent review
and analysis, management concluded that the Company should have recognized the extinguishment of the contingent liability as a credit to shareholders’ deficit.
Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the financial statements as of
and for the period ended September 30, 2022 (the “Affected Period”) included in the Quarterly Report should no longer be relied upon and that it is appropriate to restate the financial statements included in the Quarterly Report. As such, the
Company has decided to restate the financial statements included in the Quarterly Report in this Report.
Impact of the Restatement
The impact of the restatement on the statements of operations, statements of changes in shareholders’ deficit and statements of cash flows for the Affected Period is
presented below. The restatement had no impact on net cash flows from operating, investing or financing activities.
Statements of Operations:
Statements of Changes in Shareholders’ Deficit
Statements of Cash Flow
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Summary of Significant Accounting Policies |
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| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies |
Note 3 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and
proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election
to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an
emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Concentration of Cash Balances
The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of
$250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The
Company had no cash equivalents as of December 31, 2022 and 2021, aside from the cash maintained in the Trust Account (see Note 9).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that
affect the reported amounts of assets liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Investments Held in Trust Account
The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s
investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments
are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these
securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying audited statements of operations. The estimated fair values of investments held in the Trust Account are determined using
available market information.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those
instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
As of December 31, 2022 and 2021, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair
values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The
fair value of marketable securities held in Trust Account is determined using quoted prices in active markets.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and
that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative
fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of
the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary
shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as
shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 14,950,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the
shareholders’ deficit section of the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject
to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes
FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only
major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment
of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change
over the next twelve months.
Net Income (Loss) per Ordinary Share
The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two
classes of shares. Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible
redemption is excluded from earnings per share as the redemption value approximates fair value.
Recent Accounting Pronouncements
The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted
would have a material effect on the Company’s financial statements.
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Initial Public Offering |
12 Months Ended |
|---|---|
Dec. 31, 2022 | |
| Initial Public Offering [Abstract] | |
| Initial Public Offering |
Note 4 – Initial Public Offering
On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Public Shares, including the 1,950,000 Public
Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public
Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2
million in deferred underwriting commissions. On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such
underwriter waived all rights to its 50% share of the deferred underwriting commissions payable upon completion of an initial
Business Combination. In connection with this waiver, the underwriter also agreed that (i) this waiver is not intended to allocate its 50%
portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at
the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination.
|
Related Party Transactions |
12 Months Ended |
|---|---|
Dec. 31, 2022 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions |
Note 5 – Related Party Transactions
Founder Shares
On January 4, 2021, the Sponsor paid $25,000
to cover for certain expenses on behalf of the Company in exchange for issuance of 3,737,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In February 2021, the Sponsor transferred an aggregate of 90,000 Founder Shares to the Company’s independent directors. The Sponsor agreed to forfeit up to 487,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The
underwriters fully exercised the over-allotment option on March 2, 2021; thus, these 487,500 Founder Shares were no longer subject to
forfeiture.
The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to
occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business
Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for
share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to
exchange their ordinary shares for cash, securities or other property.
Private Placement Shares
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 499,000 Private Placement Shares, at a price of $10.00
per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million.
The Private Placement Shares are not transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares have been added to the proceeds from the Initial Public
Offering held in the Trust Account.
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private
Placement Shares until 30 days after the completion of the initial Business Combination.
Related Party Loans
On March 2, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”) and reclassify the outstanding amount due to related party as borrowing
under the Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $161,000
under the Note and fully repaid the Note upon closing of the Initial Public Offering. Subsequent to the repayment, the loan facility was no longer available to the Company.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or
certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out
of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a
portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans
have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon the consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans.
On November 7,
2022, the Company issued an unsecured convertible promissory note (the “First Convertible Promissory Note”) to the Sponsor, pursuant to which the Company borrowed $120,000 (the “First Convertible Working Capital Loan”) from the Sponsor for general corporate purposes. Such loan may, at the Sponsor’s discretion, be converted into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Working Capital Shares”) at a conversion price equal to $10.00 per Working Capital Share. The terms of the Working Capital Shares will be identical to those of the Private Placement Shares that were issued to the Sponsor in
connection with the Initial Public Offering. The First Convertible Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of a Business Combination
involving the Company and one or more businesses. The maturity date of the First Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Convertible Promissory Note). The Company
granted customary registration rights to the Sponsor with respect to any Working Capital Shares, which shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated March 2, 2021, by and
among the Company, the Sponsor and the other parties thereto. Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement, dated
February 25, 2021, by and among the Company, the Sponsor and the other parties thereto. As of December 31, 2022, there was $120,000
of borrowings outstanding under the First Convertible Promissory Note.
Administrative Support Agreement
Commencing on the date that the Company’s registration statement relating to its Initial Public Offering was declared effective through the
earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. The Company incurred approximately $120,000
and $101,000 in general and administrative expenses in the accompanying statements of operations for the years ended December 31, 2022
and 2021, respectively. As of December 31, 2022 and 2021, the Company had $90,000 and $0, respectively, included in due to related party on the balance sheets.
|
Commitments and Contingencies |
12 Months Ended |
|---|---|
Dec. 31, 2022 | |
| Commitments and Contingencies [Abstract] | |
| Commitments and Contingencies |
Note 6 - Commitments and Contingencies
Registration Rights
The holders of Founder Shares and Private Placement Shares, including Private Placement Shares that may be issued upon conversion of Working
Capital Loans, are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any
registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial
shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business
Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day
option from the final prospectus relating to the Initial Public Offering to purchase up to 1,950,000 additional Public Shares to cover
over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On March 2, 2021, the underwriters fully exercised the over-allotment option.
The underwriters were paid an underwriting discount of $0.20 per Public Share, or approximately $3.0 million in the aggregate, paid upon the closing of the
Initial Public Offering. In addition, $0.35 per Public Share, or approximately $5.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
On August 8, 2022, the Company received a waiver from one of the underwriters of
its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred underwriting
commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that (i) this waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the
waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. During the year ended December 31, 2022, the
Company derecognized approximately $2.6 million of the deferred underwriting commissions and recorded an adjustment to the carrying
value of the shares of Class A ordinary shares subject to redemption.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that the specific impact is not readily
determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including
the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy is not determinable as of the date of this report and the specific impact on
the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this report.
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Class A Ordinary Shares Subject to Possible Redemption |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Ordinary Shares Subject to Possible Redemption |
Note 7 - Class A Ordinary Shares Subject to Possible Redemption
The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the
occurrence of future events. As of December 31, 2022 and 2021, there were 14,950,000 Class A ordinary shares subject to possible
redemption.
The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary
shares subject to possible redemption as follows:
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Shareholders' Deficit |
12 Months Ended |
|---|---|
Dec. 31, 2022 | |
| Shareholders' Deficit [Abstract] | |
| Shareholders' Deficit |
Note 8 - Shareholders’ Deficit
Preference Shares - The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights
and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no
preference shares issued or outstanding.
Class A Ordinary Shares - The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001
per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and
2021, there were 15,449,000 Class A ordinary shares issued and outstanding, of which 14,950,000 shares were subject to possible redemption and classified in temporary equity (see Note 7).
Class B Ordinary Shares - The Company is authorized to issue 20,000,000
Class B ordinary shares with a par value of $0.0001 per share. As of
December 31, 2022 and 2021, there were 3,737,500 Class B ordinary shares issued and outstanding (see Note 5).
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders at a general meeting of the Company. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all
matters submitted to a vote of the shareholders except as required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the
initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon the consummation of the Initial Public Offering, plus (ii)
the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the
consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial
Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into
Class A ordinary shares at a rate of less than one-to-one.
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Fair Value Measurements |
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| Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements |
Note 9 – Fair Value Measurements
The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022
and 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:
December 31, 2022
December 31, 2021
Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy for the years ended December 31, 2022 and 2021. Level 1 instruments include investments U.S. Treasury securities with an
original maturity of 185 days or less.
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Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2022 | |
| Subsequent Events [Abstract] | |
| Subsequent Events |
Note 10 - Subsequent Events
On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold
the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the
risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described below.
On February 28, 2023, following the date of the financial statements included in this Report, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to its Amended and Restated
Memorandum and Articles of Association to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from March 2, 2023 (the “Original Termination Date”) to June 2, 2023 (the “Articles Extension
Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the
Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance
notice prior to the applicable Termination Date, until March 2, 2024 (each, an “Additional Articles Extension Date”) or a total of up to thirty-six months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”). In connection with the initial three-month extension from the
Original Termination Date to the Articles Extension Date the Sponsor made an initial deposit into the Trust Account of $420,000, in
exchange for the Second Convertible Promissory Note (as defined below). In connection with any subsequent optional monthly extensions following the Articles Extension Date, the Sponsor is expected to make deposits of $140,000 per month into the Trust Account, as provided for in the amendment to the Amended and Restated Memorandum and Articles of Association that
was adopted on February 28, 2023.
As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Extension Amendment Proposal. On February 28, 2023, the Extension Amendment Proposal was adopted and 11,259,169 Public Shares were redeemed for an aggregate amount of $115,071,882.05. Following the adoption of the Extension Amendment Proposal, the Company has 3,690,831 Class A ordinary shares, including 3,690,831 Public Shares and 499,000 Private Placement Shares, and 3,737,500 Class B ordinary shares issued and outstanding. Following the approval of the Extension Amendment Proposal, the Class B ordinary shares held by the initial shareholders represent 47.1% of the issued and outstanding ordinary shares. On February 28, 2023, the Company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor in connection with the Extension Amendment Proposal, pursuant to which the Company may borrow up to $1,680,000 from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its Amended and Restated Memorandum and Articles of Association (as amended following the adoption of the Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on February 28, 2023) and following the request of the Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination (the “Second Convertible Promissory Note”). Up to $1,380,000 of the amounts loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. This working capital loan outstanding pursuant to the Second Convertible Promissory Note (the “Second Working Capital Loan”) will not bear any interest, and will be repayable by the Company to the Sponsor to the extent the Company has funds available outside of the Trust Account and if not converted or repaid on the effective date of a Business Combination. The maturity date of the Second Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Second Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares issued pursuant to the Second Convertible Promissory Note, which shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Company, the Sponsor and the other parties thereto. Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement, dated February 25, 2021, by and among the Company, the Sponsor and the other parties thereto. As of the date of this Report, $600,000 was drawn under the Second Convertible Promissory Note. The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued, except for the events described above, and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
Summary of Significant Accounting Policies (Policies) |
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| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation |
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
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| Concentration of Cash Balances |
Concentration of Cash Balances
The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of
$250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.
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| Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The
Company had no cash equivalents as of December 31, 2022 and 2021, aside from the cash maintained in the Trust Account (see Note 9).
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| Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that
affect the reported amounts of assets liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
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| Investments Held in Trust Account |
Investments Held in Trust Account
The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s
investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments
are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these
securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying audited statements of operations. The estimated fair values of investments held in the Trust Account are determined using
available market information.
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| Financial Instruments |
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.
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| Fair Value Measurements |
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those
instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
As of December 31, 2022 and 2021, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair
values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The
fair value of marketable securities held in Trust Account is determined using quoted prices in active markets.
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| Offering Costs Associated with the Initial Public Offering |
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and
that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative
fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of
the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
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| Class A Ordinary Shares Subject to Possible Redemption |
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary
shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as
shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 14,950,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the
shareholders’ deficit section of the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject
to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
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| Income Taxes |
Income Taxes
FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only
major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment
of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change
over the next twelve months.
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| Net Income (Loss) per Ordinary Share |
Net Income (Loss) per Ordinary Share
The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two
classes of shares. Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible
redemption is excluded from earnings per share as the redemption value approximates fair value.
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| Recent Accounting Pronouncements |
Recent Accounting Pronouncements
The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted
would have a material effect on the Company’s financial statements.
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Restatement of Previously Issued Financial Statements (Tables) |
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| Restatement of Previously Issued Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restatement of Previously Issued Financial Statements |
The impact of the restatement on the statements of operations, statements of changes in shareholders’ deficit and statements of cash flows for the Affected Period is
presented below. The restatement had no impact on net cash flows from operating, investing or financing activities.
Statements of Operations:
Statements of Changes in Shareholders’ Deficit
Statements of Cash Flow
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Summary of Significant Accounting Policies (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic and Diluted Net Income (Loss) Per Common Share |
The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two
classes of shares. Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible
redemption is excluded from earnings per share as the redemption value approximates fair value.
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Class A Ordinary Shares Subject to Possible Redemption (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Ordinary Shares Subject to Possible Redemption |
The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary
shares subject to possible redemption as follows:
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Fair Value Measurements (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets Measured on Recurring Basis |
The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022
and 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:
December 31, 2022
December 31, 2021
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Description of Organization and Business Operations, Going Concern (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Going Concern [Abstract] | ||
| Cash at bank | $ 91,049 | $ 501,242 |
| Working capital | 6,100,000 | |
| Loan proceeds | 0 | 127,075 |
| Sponsor [Member] | ||
| Going Concern [Abstract] | ||
| Offering costs paid by sponsor in exchange for issuance of founder shares | 25,000 | |
| Loan proceeds | 161,000 | |
| Sponsor [Member] | First Convertible Promissory Note [Member] | ||
| Going Concern [Abstract] | ||
| Working capital loan outstanding amount | $ 120,000 | $ 0 |
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Cash and Cash Equivalents [Abstract] | ||
| Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - shares |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Class A Ordinary Shares [Member] | ||
| Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
| Ordinary shares subject to possible redemption (in shares) | 14,950,000 | 14,950,000 |
Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Income Taxes [Abstract] | ||
| Unrecognized tax benefits | $ 0 | $ 0 |
| Accrued interest and penalties | $ 0 | $ 0 |