ARYA Sciences Acquisition Corp IV - Annual Report: 2022 (Form 10-K)

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PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	22
Item 1B.	Unresolved Staff Comments	57
Item 2.	Properties	57
Item 3.	Legal Proceedings	58
Item 4.	Mine Safety Disclosures	58
PART II		59
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	59
Item 6.	[Reserved]	61
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	61
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	67
Item 8.	Financial Statements and Supplementary Data.	67
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	67
Item 9A.	Controls and Procedures	67
Item 9B.	Other Information	68
Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.	68
PART III		69
Item 10.	Directors, Executive Officers and Corporate Governance	69
Item 11.	Executive Compensation	77
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	78
Item 13.	Certain Relationships and Related Transactions, and Director Independence	80
Item 14.	Principal Accountant Fees and Services	82
PART IV		83
Item 15.	Exhibits, Financial Statement Schedules	83
Item 16.	Form 10-K Summary	84
INDEX TO FINANCIAL STATEMENTS		F-1

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“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”);

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“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

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“company,” “we,” “us,” “our,” or “our company” are to ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company;

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“founders” are to Joseph Edelman, Adam Stone, Michael Altman and Konstantin Poukalov, senior executives of Perceptive Advisors;

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“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our Initial Public Offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial Business Combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

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“initial shareholders” are to our sponsor and each other holder of founder shares upon the consummation of our Initial Public Offering;

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“Initial Public Offering” refers to our initial public offering for our Class A ordinary shares;

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“management” or “our management team” are to our executive officers and directors (including our directors who became directors at the consummation of our Initial Public Offering);

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“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

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“Perceptive Advisors” are to Perceptive Advisors, LLC, an affiliate of our sponsor;

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“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;

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“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;

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“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

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“sponsor” are to ARYA Sciences Holdings IV, a Cayman Islands exempted limited company.

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we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

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our ability to select an appropriate target business or businesses;

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our ability to complete our initial Business Combination;

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our expectations around the performance of a prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination ;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;

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our potential ability to obtain additional financing to complete our initial Business Combination or reimburse any working capital loans, including the First Convertible Promissory Note (as defined below) and the Second Convertible Promissory Note (as defined below);

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our pool of prospective target businesses;

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our ability to consummate an initial Business Combination due to the uncertainty resulting from 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);

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the ability of our officers and directors to generate a number of potential Business Combination opportunities;

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our ability to obtain additional financing to complete a Business Combination;

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our public share’s potential liquidity and trading;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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our ability to continue as a going concern;

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the trust account not being subject to claims of third parties;

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our financial performance following our Initial Public Offering;

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the amount of redemptions by our public shareholders in connection with a proposed Business Combination;

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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

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the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report.

Item 1.

Business

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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;

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are ready to be public, with strong management, corporate governance and reporting policies in place;

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will likely be well received by public investors and are expected to have good access to the public capital markets;

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have significant embedded and/or underexploited growth opportunities;

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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

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will offer attractive risk-adjusted equity returns for our shareholders.

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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

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cause us to depend on the marketing and sale of a single product or limited number of products or services.

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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;

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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

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the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

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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;

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the expected cost of holding a shareholder vote;

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the risk that the shareholders would fail to approve the proposed Business Combination;

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other time and budget constraints of the company; and

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additional legal complexities of a proposed Business Combination that would be time-consuming and burdensome to present to shareholders.

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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;

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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;

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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;

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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

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we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

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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;

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the purpose of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates;

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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;

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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

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the number of our securities for which we have received redemption requests pursuant to our redemption offer.

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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

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file proxy materials with the SEC.

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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

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file proxy materials with the SEC.

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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

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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

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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;

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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;

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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;

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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

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we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

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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;

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the purpose of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates;

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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;

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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

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the number of our securities for which we have received redemption requests pursuant to our redemption offer.

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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;

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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

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could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

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may adversely affect prevailing market prices for our Class A ordinary shares.

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default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A ordinary shares;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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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;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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we have a board that includes a majority of “independent directors,” as defined under Nasdaq rules;

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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

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we have independent director oversight of our director nominations.

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costs and difficulties inherent in managing cross-border business operations;

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes on individuals;

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laws governing the manner in which future business combinations may be effected;

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exchange listing and/or delisting requirements;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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local or regional economic policies and market conditions;

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unexpected changes in regulatory requirements;

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longer payment cycles;

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tax issues, such as tax law changes and variations in tax laws as compared to the United States;

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currency fluctuations and exchange controls;

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rates of inflation;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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underdeveloped or unpredictable legal or regulatory systems;

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corruption;

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protection of intellectual property;

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social unrest, crime, strikes, riots and civil disturbances;

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regime changes and political upheaval;

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terrorist attacks, natural disasters and wars, including the military conflict between Ukraine, the Russian Federation and Belarus that started in February 2022; and

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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

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may significantly dilute the equity interest of investors in our Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

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could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

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may adversely affect prevailing market prices for our Class A ordinary shares.

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default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A ordinary shares;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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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

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

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meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

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monitoring the independence of the independent registered public accounting firm;

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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;

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inquiring and discussing with management our compliance with applicable laws and regulations;

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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;

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appointing or replacing the independent registered public accounting firm;

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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;

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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;

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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

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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.

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should have demonstrated notable or significant achievements in business, education or public service;

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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

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should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

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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;

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reviewing and approving the compensation of all of our other Section 16 executive officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

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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;

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duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

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directors should not improperly fetter the exercise of future discretion;

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duty to exercise powers fairly as between different sections of shareholders;

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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

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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

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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.

•

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.

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
3.1		Amended and Restated Memorandum and Articles of Association.(1)
3.2		Amendment to Amended and Restated Memorandum and Articles of Association.(2)
4.1		Specimen Ordinary Share Certificate.(3)
4.2		Description of Registrant’s Securities*
10.1		Private Placement Shares Purchase Agreement between the Company and the Sponsor.(1)
10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(1)
10.3		Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein.(1)
10.4		Letter Agreement among the Company, the Sponsor and the Company’s officers and directors.(1)
10.5		Administrative Services Agreement between the Company and the Sponsor.(1)
10.6		Form of Indemnity Agreement.(3)
10.7		Convertible Promissory Note, dated November 7, 2022, and issued to ARYA Sciences Holdings IV.(4)
10.8		Convertible Promissory Note, dated February 28, 2023, issued to ARYA Sciences Holdings IV.(5)
21		Subsidiaries of the Company.*
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
32.2		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:
Report of Independent Registered Public Accounting Firm			F-2
Balance Sheets as of December 31, 2022 and 2021			F-3
Statements of Operations for the years ended December 31, 2022 and 2021			F-4
Statements of Changes in Shareholders' Deficit for the years ended December 31, 2022 and 2021			F-5
Statements of Cash Flows for the years ended December 31, 2022 and 2021			F-6
Notes to Financial Statements			F-7

		2022				2021
Assets
Current assets:
Cash		$	91,049			$	501,242
Prepaid expenses			55,400				368,797
Total current assets			146,449				870,039
Investments held in Trust Account			151,628,894				149,552,336
Total Assets		$	151,775,343			$	150,422,375
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable		$	65,892			$	173,073
Accrued expenses			5,994,774				5,812,109
Due to related party			90,000				-
Convertible promissory note - related party			120,000				-
Total current liabilities			6,270,666				5,985,182
Deferred underwriting commissions			2,616,250				5,232,500
Total liabilities			8,886,916				11,217,682
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 14,950,000 shares subject to possible redemption at approximately $10.14 and $10.00 per share as of December 31, 2022 and 2021, respectively			151,528,894				149,500,000
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2022 and 2021			-				-
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 499,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively			50				50
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,737,500 shares issued and outstanding as of December 31, 2022 and 2021, respectively			374				374
Additional paid-in capital			-				-
Accumulated deficit			(8,640,891	)			(10,295,731	)
Total shareholders’ deficit			(8,640,467	)			(10,295,307	)
Total Liabilities and Shareholders’ Deficit		$	151,775,343			$	150,422,375

		2022				2021
General and administrative expenses		$	1,009,074			$	6,614,208
Loss from operations			(1,009,074	)			(6,614,208	)
Other income
Interest income and unrealized gain on investments held in Trust Account			2,076,558				52,336
Total other income			2,076,558				52,336
Net income (loss)		$	1,067,484			$	(6,561,872	)
Basic and diluted weighted average shares outstanding of Class A ordinary shares			15,449,000				12,909,438
Basic and diluted net income (loss) per share, Class A ordinary share		$	0.06			$	(0.40	)
Basic and diluted weighted average shares outstanding of Class B ordinary shares			3,737,500				3,630,651
Basic and diluted net income (loss) per share, Class B ordinary share		$	0.06			$	(0.40	)

		Ordinary Shares																Additional								Total
		Class A								Class B								Paid-in				Accumulated				Shareholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance - December 31, 2020			-			$	-				-			$	-			$	-			$	(13,539	)		$	(13,539	)
Issuance of Class B ordinary shares to Sponsor			-				-				3,737,500				374				24,626				-				25,000
Sale of private placement shares to Sponsor in private placement			499,000				50				-				-				4,989,950				-				4,990,000
Accretion on Class A ordinary shares subject to possible redemption			-				-				-				-				(5,014,576	)			(3,720,320	)			(8,734,896	)
Net loss			-				-				-				-				-				(6,561,872	)			(6,561,872	)
Balance - December 31, 2021			499,000				50				3,737,500				374				-				(10,295,731	)			(10,295,307	)
Adjustment of accretion of Class A ordinary shares subject to possible redemption			-				-				-				-				-				587,356				587,356
Net income			-				-				-				-				-				1,067,484				1,067,484
Balance - December 31, 2022			499,000			$	50				3,737,500			$	374			$	-			$	(8,640,891	)		$	(8,640,467	)

		2022				2021
Cash Flows from Operating Activities:
Net income (loss)		$	1,067,484			$	(6,561,872	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income and unrealized gain on investments held in Trust Account			(2,076,558	)			(52,336	)
Changes in operating assets and liabilities:
Prepaid expenses			313,397				(367,047	)
Accounts payable			(107,181	)			173,073
Accrued expenses			227,665				5,738,036
Due to related party			90,000				-
Net cash used in operating activities			(485,193	)			(1,070,146	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account			-				(149,500,000	)
Net cash used in investing activities			-				(149,500,000	)
Cash Flows from Financing Activities:
Proceeds from convertible promissory note - related party			120,000				-
Proceeds from note payable to related party			-				127,075
Repayment of note payable to related party			-				(161,216	)
Proceeds received from initial public offering, gross			-				149,500,000
Proceeds received from private placement			-				4,990,000
Offering costs paid			(45,000	)			(3,384,471	)
Net cash provided by financing activities			75,000				151,071,388
Net change in cash			(410,193	)			501,242
Cash - beginning of the period			501,242				-
Cash - end of the period		$	91,049			$	501,242
Supplemental disclosure of noncash investing and financing activities:
Extinguishment of deferred underwriting commissions allocated to public shares		$	2,616,250			$	-
Issuance of Class B ordinary shares to Sponsor in exchange for payment of outstanding accounts payable balance		$	-			$	25,000
Offering costs included in prepaid expenses		$	-			$	2,000
Offering costs included in accrued expenses		$	-			$	70,000
Offering costs paid by related party under promissory note		$	-			$	22,925
Deferred underwriting commissions		$	-			$	5,232,500

ARYA SCIENCES ACQUISITION CORP IV
NOTES TO FINANCIAL STATEMENTS

		For the Three Months Ended September 30, 2022 (unaudited)
		As Previously Reported				Restatement Adjustment				As Restated
Loss from operations		$	(180,405	)		$	-			$	(180,405	)
Gain from settlement of deferred underwriting commissions			2,616,250				(2,616,250	)			-
Unrealized gain on investments held in Trust Account			745,227				-				745,227
Net income		$	3,181,072			$	(2,616,250	)		$	564,822
Basic and diluted weighted average shares outstanding of Class A ordinary shares			15,449,000				-				15,449,000
Basic and diluted net income per share, Class A ordinary share		$	0.17			$	(0.14	)		$	0.03
Basic and diluted weighted average shares outstanding of Class B ordinary shares			3,737,500				-				3,737,500
Basic and diluted net income per share, Class B ordinary share		$	0.17			$	(0.14	)		$	0.03

		For the Nine Months Ended September 30, 2022 (unaudited)
		As Previously Reported				Restatement Adjustment				As Restated
Loss from operations		$	(737,938	)		$	-			$	(737,938	)
Gain from settlement of deferred underwriting commissions			2,616,250				(2,616,250	)			-
Unrealized gain on investments held in Trust Account			895,570				-				895,570
Net income		$	2,773,882			$	(2,616,250	)		$	157,632
Basic and diluted weighted average shares outstanding of Class A ordinary shares			15,449,000				-				15,449,000
Basic and diluted net income per share, Class A ordinary share		$	0.14			$	(0.13	)		$	0.01
Basic and diluted weighted average shares outstanding of Class B ordinary shares			3,737,500				-				3,737,500
Basic and diluted net income per share, Class B ordinary share		$	0.14			$	(0.13	)		$	0.01

		For the Nine Months Ended September 30, 2022 (unaudited)
		As Previously Reported				Restatement Adjustment				As Restated
Cash Flows from Operating Activities:
Net income		$	2,773,882			$	(2,616,250	)		$	157,632
Adjustments to reconcile net income to net cash used in operating activities:
Gain from settlement of deferred underwriting commissions			(2,616,250	)			2,616,250				-
Unrealized gain on investments held in Trust Account			(895,570	)			-				(895,570	)
Changes in operating assets and liabilities			304,828				-				304,828
Net cash used in operating activities			(433,110	)			-				(433,110	)
Net cash used in financing activities			(45,000	)			-				(45,000	)
Net change in cash			(478,110	)			-				(478,110	)
Cash - beginning of the period			501,242				-				501,242
Cash - end of the period		$	23,132			$	-			$	23,132
Supplemental disclosure of noncash investing and financing activities:
Extinguishment of deferred underwriting commissions allocated to public shares		$	-			$	2,616,250			$	2,616,250