[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements and highlights a going concern warning due to a working capital deficit Consolidated Condensed Balance Sheet Highlights (Unaudited) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $87,505 | $20,191 | | Cash held in Trust Account | $37,119,896 | $40,575,949 | | Total Assets | $37,260,800 | $40,652,687 | | **Liabilities & Shareholders' Deficit** | | | | Total current liabilities | $12,145,586 | $12,353,227 | | Total liabilities | $14,761,836 | $14,969,477 | | Class A ordinary shares subject to possible redemption | $37,019,896 | $40,475,949 | | Total shareholders' deficit | ($14,520,932) | ($14,792,739) | Consolidated Condensed Statements of Operations (Unaudited) | Account | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | General and administrative expenses | $611,740 | $968,597 | | Interest earned on cash and investments held in Trust Account | $511,751 | $1,128,846 | | Net income (loss) | ($245,847) | $160,249 | | Basic and diluted net income (loss) per share, Class A | ($0.03) | $0.01 | Consolidated Condensed Statements of Cash Flows Highlights (Unaudited) | Account | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($511,686) | ($211,027) | | Net cash used in financing activities | ($3,388,804) | ($114,471,882) | | Net change in cash | $67,314 | ($31,027) | [Note 1 - Description of Organization and Business Operations](index=7&type=section&id=Note%201%20-%20Description%20of%20Organization%20and%20Business%20Operations) This note details the company's SPAC structure, IPO, and significant shareholder redemptions following two deadline extensions - The company is a Special Purpose Acquisition Company (SPAC) formed to effect a business combination and has not generated any operating revenue to date[21](index=21&type=chunk)[22](index=22&type=chunk) - On February 28, 2023, following an extension approval, **11,259,169 Public Shares were redeemed for an aggregate amount of $115,071,882**[38](index=38&type=chunk) - On February 27, 2024, a second extension was approved, leading to the redemption of an additional **390,815 Public Shares for approximately $4,358,804**[40](index=40&type=chunk) - The company has a **working capital deficit of $12,004,682** as of March 31, 2024, which raises substantial doubt about its ability to continue as a going concern[43](index=43&type=chunk)[45](index=45&type=chunk) [Note 4 – Related Party Transactions](index=17&type=section&id=Note%204%20%E2%80%93%20Related%20Party%20Transactions) This note outlines transactions with the Sponsor, including share purchases and four convertible promissory notes totaling over $3.1 million - The Sponsor purchased **499,000 Private Placement Shares at $10.00 per share**, generating gross proceeds of approximately $5.0 million[75](index=75&type=chunk) Outstanding Convertible Promissory Notes - Related Party (as of March 31, 2024) | Note | Date Issued | Amount Drawn | Purpose | | :--- | :--- | :--- | :--- | | First | Nov 7, 2022 | $120,000 | General corporate purposes | | Second | Feb 28, 2023 | $1,585,000 | Extension funding & corporate purposes | | Third | Sep 27, 2023 | $900,000 | Extension funding & corporate purposes | | Fourth | Feb 8, 2024 | $540,000 | Extension funding & corporate purposes | - The company has an Administrative Support Agreement to reimburse the Sponsor **$10,000 per month** for office space and administrative services[86](index=86&type=chunk) [Note 5 - Commitments and Contingencies](index=20&type=section&id=Note%205%20-%20Commitments%20and%20Contingencies) This note details the Business Combination Agreement with Adagio Medical, Inc, including associated PIPE and convertible security financings - On February 13, 2024, the Company entered into a **Business Combination Agreement with Adagio Medical, Inc**[92](index=92&type=chunk) - In connection with the proposed business combination, the company secured commitments for a **PIPE financing valued at approximately $45,000,000**[97](index=97&type=chunk) - The company also secured commitments for a **$20,000,000 convertible security financing** in the form of 13% senior secured convertible notes[100](index=100&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition as a blank check company, focusing on its proposed merger and going concern risk - The company is a blank check company with no operating history, and its activities are focused on completing a business combination[135](index=135&type=chunk) - For Q1 2024, the company reported a **net loss of $245,847**, compared to a net income of $160,249 in Q1 2023, primarily due to lower interest income[173](index=173&type=chunk) - The company's liquidity depends on loans from its Sponsor; a **working capital deficit of $12.0M** as of March 31, 2024, raises substantial doubt about its going concern status[174](index=174&type=chunk)[177](index=177&type=chunk) - The business combination deadline has been extended to **March 2, 2025**, contingent on monthly deposits of $111,000 into the Trust Account[168](index=168&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from this disclosure requirement as a smaller reporting company - As a smaller reporting company, the registrant is not required to provide the information otherwise required under this item[197](index=197&type=chunk) [Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2024, with no material changes identified - Based on an evaluation as of March 31, 2024, the Chief Executive Officer and Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective**[199](index=199&type=chunk) - There were **no changes in internal control over financial reporting** during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls[201](index=201&type=chunk) [PART II. OTHER INFORMATION](index=49&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no current legal proceedings - The company reports no legal proceedings[202](index=202&type=chunk) [Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) This section highlights the significant risk of the company's securities being delisted from Nasdaq due to non-compliance - The company is at **risk of being delisted from Nasdaq** for failing to hold an annual meeting and not completing a business combination within the required 36-month timeframe[203](index=203&type=chunk)[204](index=204&type=chunk) - On May 13, 2024, a Nasdaq Hearings Panel granted the company an extension until **August 23, 2024**, to regain compliance, noting this is the full extent of its discretionary power[204](index=204&type=chunk) - Potential delisting could lead to **severe adverse consequences**, including reduced liquidity, limited market quotations, and a determination of its shares as "penny stock"[205](index=205&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details unregistered securities issued to the Sponsor and planned issuances for the Adagio business combination - The company issued **3,737,500 Class B ordinary shares (Founder Shares)** and **499,000 Private Placement Shares** to the Sponsor in unregistered transactions[208](index=208&type=chunk)[209](index=209&type=chunk) - The company has issued **four convertible promissory notes** to the Sponsor to fund working capital and business combination deadline extensions[210](index=210&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk) - In connection with the proposed Adagio business combination, the company will issue unregistered securities through a **PIPE Financing (~$45M)** and a **Convertible Security Financing ($20M)**[216](index=216&type=chunk)[217](index=217&type=chunk) [Defaults Upon Senior Securities](index=55&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[224](index=224&type=chunk) [Mine Safety Disclosures](index=55&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This disclosure requirement is not applicable to the company - Not applicable[224](index=224&type=chunk) [Other Information](index=55&type=section&id=Item%205.%20Other%20Information) The company reports no other information for disclosure - None[224](index=224&type=chunk) [Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including the Business Combination Agreement with Adagio Medical and related financing documents - Key exhibits filed include the **Business Combination Agreement with Adagio Medical, Inc.** and related financing agreements[226](index=226&type=chunk) - Also filed are amendments to the company's Amended and Restated Memorandum and Articles of Association and the **four convertible promissory notes** issued to the Sponsor[226](index=226&type=chunk) [Signature](index=58&type=section&id=Signature) - The report was signed on May 20, 2024, by **Michael Altman, the Chief Financial Officer**[232](index=232&type=chunk)

Core Insights - Genenta Science held its Ordinary and Extraordinary Shareholders' Meeting on May 2, 2024, where shareholders approved the appointment of five directors to the Board, including four new members [1][2] - The new Board members are John L. Cantello, Ph.D., Lauren H. Chung, Ph.D., Armon R. Sharei, Ph.D., and Todd Wider, M.D., with Pierluigi Paracchi continuing as Chairman [1][2] Company Overview - Genenta Science is a clinical-stage immuno-oncology company focused on developing a cell-based platform utilizing hematopoietic stem cells for safe and durable treatments of solid tumors [1][7] - The company's proprietary therapy, Temferon™, is designed to deliver immunomodulatory molecules directly to tumors and is currently under investigation in a phase 1/2a clinical trial for newly diagnosed Glioblastoma Multiforme patients with an unmethylated MGMT gene promoter [8] New Board Members' Backgrounds - John L. Cantello, Ph.D., has over 20 years of experience in the biopharma industry, previously serving as VP and Head of Business Development at GlaxoSmithKline and AstraZeneca, with a track record of closing deals exceeding $30 billion [3] - Lauren H. Chung, Ph.D., has extensive experience in investment management strategies in healthcare, having founded Minleigh LLC and co-founded Tokum Capital Management, with a strong academic background [4] - Armon R. Sharei, Ph.D., is the founder and CEO of Portal Bio and has a history of leading companies through significant financing and clinical trials, with a Ph.D. from MIT [5] - Todd Wider, M.D., has consulted for various biotechnology entities and has a notable academic background, including being a co-founder of Xanadu Bio and serving on multiple boards [6]

Business Combination - The company has generated no operating revenues to date and does not expect to generate revenues until the consummation of a Business Combination[14]. - The company entered into a Business Combination Agreement with Adagio on February 13, 2024, subject to customary conditions[22]. - The company anticipates structuring its Business Combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[31]. - The company may need to obtain additional financing to complete its Business Combination if the transaction requires more cash than available from the Trust Account or if a significant number of public shares are redeemed[49]. - The company may face conflicts of interest due to affiliations of its founders and directors with other investment entities, but does not expect these conflicts to materially affect its ability to complete the Business Combination[37]. - Shareholder approval may be required for the Business Combination under certain conditions, such as significant share issuance[61]. - If shareholder approval is sought, a majority of ordinary shares must vote in favor for the Business Combination to proceed[76]. - Public shareholders can redeem their shares irrespective of their voting decision on the proposed transaction[76]. - The company has until April 2, 2024, to consummate a Business Combination, with the option to extend the Termination Date monthly for up to 12 months[88]. - If the Business Combination is not completed, public shareholders will receive a pro rata share of the Trust Account, minus up to $100,000 for dissolution expenses[88]. - The management team has agreed to waive their rights to liquidating distributions from the Trust Account for founder and private placement shares if the Business Combination fails[89]. - The company may pursue a Business Combination with affiliated entities, requiring an independent opinion to ensure fairness[54]. Financial Position - As of December 31, 2023, the company had approximately $40,575,949 available in the Trust Account for a Business Combination after paying $2,616,250 in deferred underwriting fees[46]. - The Trust Account is initially anticipated to hold $10.00 per public share for redemption upon completion of the Business Combination[70]. - Shareholders removed the Redemption Limitation, allowing redemptions irrespective of net tangible assets being less than $5,000,001[71]. - The per-share redemption amount upon dissolution is expected to be $10.00, but actual amounts may be less due to creditor claims[92]. - The company has not verified whether its sponsor has sufficient funds to satisfy indemnity obligations related to claims against the Trust Account[93]. - Any bankruptcy claims could deplete the Trust Account, affecting the ability to return $10.00 per public share to shareholders[97]. - The company will redeem all public shares at a per-share price equal to the aggregate amount in the Trust Account if a Business Combination is not completed by the Termination Date[101]. - The company may apply any unused cash from the Trust Account for general corporate purposes, including maintenance or expansion of operations post-Business Combination[48]. Market and Industry - The total U.S. national health expenditures represented approximately $3.8 trillion in 2019, accounting for about 18% of the total U.S. Gross Domestic Product[23]. - The global biotechnology market is expected to expand at a CAGR of 3.1% to an estimated $555.8 billion over the next five years[23]. - There are approximately 23,000 biotechnology companies globally, with only a fraction publicly traded, indicating a significant acquisition opportunity[24]. - The company is targeting North American or European companies in the life sciences and medical technology sectors[15]. - The company has a history of successful business combinations, including with Immatics Biotechnologies and Nautilus Biotechnology[17][19]. - The company anticipates that target business candidates may be sourced from various unaffiliated sources, leveraging relationships with venture capitalists and investment banking firms[27]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[104]. Operational Considerations - The company has identified criteria for evaluating prospective target businesses, including having a scientific or competitive advantage and being ready to be public[28]. - The company will conduct thorough due diligence on prospective target businesses, including financial and operational reviews[56]. - The company anticipates engaging professional firms for business acquisitions in the future, potentially incurring finder's fees based on transaction terms[53]. - The company is not currently a party to any arrangement for raising additional funds through the sale of securities or incurring debt[49]. - The company currently has three executive officers who will devote necessary time until the completion of the Business Combination, with no full-time employees planned prior to that[107]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the trading market for its securities[42]. - The company will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials[109]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements[117]. - The company has filed a Registration Statement on Form 8-A with the SEC, indicating no current intention to suspend reporting obligations prior to the Business Combination[111]. - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[108]. Risks and Challenges - The company may face challenges due to lack of diversification, relying on the performance of a single business post-acquisition[58]. - There is no guarantee that key personnel will remain in management positions after the Business Combination[60]. - The redemption of public shares if a Business Combination fails will reduce the book value per share for initial shareholders[104]. - The company will seek to minimize the risk of indemnification claims against the Trust Account by obtaining waivers from vendors and service providers[96]. - The company aims to have vendors and service providers waive claims to the Trust Account, but there is no guarantee that all will comply[93].

Combined Company expects to receive approximately $42 million from equity and convertible note investors at closing. LAGUNA HILLS, Calif., Feb. 14, 2024 /PRNewswire/ -- Adagio Medical, Inc. ("Adagio Medical"), a leading innovator in catheter ablation technologies for treatment of cardiac arrhythmias, and ARYA Sciences Acquisition Corp IV (Nasdaq: ARYD) ("ARYA"), a special purpose acquisition company that is sponsored by an affiliate of Perceptive Advisors, LLC ("Perceptive Advisors"), today announced they h ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to________________ ARYA SCIENCES ACQUISITION CORP IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40122 98-1574672 (State or other juris ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to________________ ARYA SCIENCES ACQUISITION CORP IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40122 98-1574672 (State or other jurisdicti ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to________________ ARYA SCIENCES ACQUISITION CORP IV (Exact name of registrant as specified in its charter) Cayman Islands 001-40122 98-1574672 (State or other jurisdict ...

PART I [Business Overview](index=8&type=section&id=Item%201.%20Business) This blank check company, established in August 2020, seeks to merge with a healthcare or medical technology firm, leveraging its management's life science expertise while navigating specific reporting exemptions - The company was formed on August 24, 2020, as a Cayman Islands exempted company for the purpose of effecting an initial business combination, and currently has no operating revenue[18](index=18&type=chunk) - The company focuses on the healthcare or medical technology industry, particularly life sciences and medical technology in North America or Europe, with its management team possessing extensive investment experience[19](index=19&type=chunk) - The company's management team has extensive experience in executing public acquisition vehicles, having successfully completed business combinations with Immatics Biotechnologies GmbH, Cerevel Therapeutics, and Nautilus Biotechnology, Inc[21](index=21&type=chunk) - The company targets businesses with valuations of **$300 million to $500 million or more**, with the potential to achieve a market capitalization of **$1 billion or more**[29](index=29&type=chunk) - As of December 31, 2022, the company had approximately **$149 million** available for its initial business combination, after deducting **$2,616,250** in deferred underwriting fees[48](index=48&type=chunk) - The company is classified as an "emerging growth company" and a "smaller reporting company," benefiting from certain reporting exemptions that may affect the attractiveness and volatility of its securities[44](index=44&type=chunk)[47](index=47&type=chunk) [Company Overview](index=8&type=section&id=Summary) - The company was formed on August 24, 2020, as a Cayman Islands exempted company for the purpose of effecting an initial business combination, and currently has no operating revenue[18](index=18&type=chunk) [Our Founders](index=8&type=section&id=Our%20Founders) - The company's founders are the management of Perceptive Advisors, with Joseph Edelman as Chairman, Adam Stone as CEO, Michael Altman as CFO, and Konstantin Poukalov as Chief Business Officer[20](index=20&type=chunk) - Perceptive Advisors is a life sciences-focused investment firm, managing over **$9.5 billion** in assets as of December 31, 2022, with investments in over 200 companies[20](index=20&type=chunk) [Experience with Special Purpose Acquisition Vehicles](index=8&type=section&id=Experience%20with%20Special%20Purpose%20Acquisition%20Vehicles) - The management team has experience in executing public acquisition vehicles, having successfully completed business combinations with Immatics Biotechnologies GmbH (IMTX), Cerevel Therapeutics (CERE), and Nautilus Biotechnology, Inc. (NAUT)[21](index=21&type=chunk) - The management team also formed ARYA Sciences Acquisition Corp V (ARYE) in February 2021, completing its initial public offering in July 2021[22](index=22&type=chunk) [Industry Opportunity](index=9&type=section&id=Industry%20Opportunity) - The company focuses on the healthcare industry in the United States and other developed countries, particularly in life sciences and medical technology, viewing it as a large and growing market[23](index=23&type=chunk) US Healthcare Spending and Global Biotechnology Market | Metric | Amount/Growth Rate | | :--- | :--- | | 2019 US National Healthcare Expenditure | Approximately **$3.8 trillion** | | 2018 US National Healthcare Expenditure | Approximately **$3.6 trillion** (approximately **18%** of US GDP) | | Projected 2024 Global Biotechnology Market Revenue | Over **$460 billion** (approximately **6.3%** growth) | - The company believes that current dynamics in the life sciences and medical technology IPO market are favorable for identifying attractive targets, and SPAC acquisitions offer a more transparent and efficient listing mechanism for private healthcare companies[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) [Acquisition Strategy](index=10&type=section&id=Acquisition%20Strategy) - The company leverages its relationships with venture capitalists, growth equity funds, corporate executives, and investment banks to identify potential business combination targets[27](index=27&type=chunk) - The company seeks to acquire companies with scientific or competitive advantages, strong management and governance, public investor appeal, significant growth opportunities, undervaluation, and attractive risk-adjusted equity returns for shareholders[28](index=28&type=chunk) - The company focuses on target businesses with valuations of **$300 million to $500 million or more**, and the potential to achieve a market capitalization of **$1 billion or more**[29](index=29&type=chunk) [Initial Business Combination](index=10&type=section&id=Initial%20Business%20Combination) - The total fair market value of the target company in the initial business combination must be at least **80%** of the net assets held in the trust account (excluding deferred underwriting discounts and taxes payable on interest)[30](index=30&type=chunk) - The company expects to acquire the target company with **100%** equity or assets, but may acquire less than **100%** interest if it holds **50%** or more of the target company's voting securities or control[31](index=31&type=chunk) - The sponsor has expressed interest in purchasing up to **$25 million** of common stock in a private placement upon completion of the initial business combination, though this is not a binding agreement[32](index=32&type=chunk) [Other Considerations](index=11&type=section&id=Other%20Considerations) - The company does not prohibit business combinations with entities affiliated with Perceptive Advisors or its sponsor, officers, or directors, but an independent investment bank or valuation firm's fairness opinion is required for related party transactions[33](index=33&type=chunk) - The company's officers and directors may have conflicts of interest due to their fiduciary or contractual obligations in other entities, including other blank check companies and funds managed by Perceptive Advisors[37](index=37&type=chunk)[38](index=38&type=chunk) [Status as a Public Company](index=12&type=section&id=Status%20as%20a%20Public%20Company) - As an existing public company, the company offers target businesses an alternative to a traditional IPO, potentially faster and less costly[40](index=40&type=chunk)[42](index=42&type=chunk) - The company is an "emerging growth company" and a "smaller reporting company," eligible for certain exemptions under the JOBS Act, including auditor attestation requirements, executive compensation disclosure, and accounting standard transition periods[44](index=44&type=chunk)[45](index=45&type=chunk)[47](index=47&type=chunk) [Financial Position](index=13&type=section&id=Financial%20Position) - As of December 31, 2022, the company had approximately **$149 million** available for its initial business combination, after deducting **$2,616,250** in deferred underwriting fees[48](index=48&type=chunk) - The company may complete a business combination using cash, equity, debt, or a combination thereof, to suit the target company's needs[48](index=48&type=chunk) [Effectuating Our Initial Business Combination](index=14&type=section&id=Effectuating%20Our%20Initial%20Business%20Combination) - The company plans to use cash proceeds from its initial public offering and private placement, equity, debt, or a combination thereof, to complete its initial business combination[50](index=50&type=chunk) - The company may require additional financing to complete a business combination or fund the target business's operations and growth, potentially involving dilutive equity issuance or higher debt levels[52](index=52&type=chunk) - The company will identify acquisition targets through its management team's and Perceptive Advisors' industry experience, transaction capabilities, and extensive network[54](index=54&type=chunk) - The company will conduct thorough due diligence when evaluating potential target businesses, including meetings with management and employees, document review, customer and supplier interviews, and facility inspections[60](index=60&type=chunk) - The company may proceed with redemptions without a shareholder vote, but may seek shareholder approval if required by applicable law or exchange rules, or for business reasons[66](index=66&type=chunk) - If the company fails to complete an initial business combination by the specified date, it will cease all operations and liquidate, redeeming public shares[96](index=96&type=chunk) [General](index=14&type=section&id=General) - The company plans to use cash proceeds from its initial public offering, private placement shares, equity, debt, or a combination thereof as consideration for its initial business combination[50](index=50&type=chunk) - The company may require additional financing to complete its initial business combination or more cash due to significant public share redemptions, potentially leading to the issuance of additional securities or incurring debt[52](index=52&type=chunk) [Sources of Target Businesses](index=14&type=section&id=Sources%20of%20Target%20Businesses) - The company identifies acquisition targets through Perceptive Advisors and its management team's industry experience, transaction capabilities, and extensive network, including venture capitalists, executives, and investment banks[54](index=54&type=chunk) - The company may engage professional firms or individuals to assist with business acquisitions, paying finder's or consulting fees, but the sponsor, officers, or directors and their affiliates will not receive such fees before the business combination is completed[57](index=57&type=chunk) [Evaluation of a Target Business and Structuring of Our Initial Business Combination](index=15&type=section&id=Evaluation%20of%20a%20Target%20Business%20and%20Structuring%20of%20Our%20Initial%20Business%20Combination) - The company conducts thorough due diligence when evaluating potential target businesses, including meetings with management and employees, document review, customer and supplier interviews, and facility inspections[60](index=60&type=chunk) - The time and cost required to identify, evaluate, structure, and complete an initial business combination are currently undeterminable, and uncompleted transactions will result in losses[61](index=61&type=chunk) [Lack of Business Diversification](index=15&type=section&id=Lack%20of%20Business%20Diversification) - After completing an initial business combination, the company's success may depend entirely on the future performance of a single business, and a lack of diversification could expose it to adverse economic, competitive, and regulatory developments[62](index=62&type=chunk)[63](index=63&type=chunk) [Limited Ability to Evaluate the Target's Management Team](index=16&type=section&id=Limited%20Ability%20to%20Evaluate%20the%20Target's%20Management%20Team) - The company's assessment of the target business's management may be inaccurate, and future management may lack the necessary skills to manage a public company, potentially negatively impacting the combined company's operations[64](index=64&type=chunk)[65](index=65&type=chunk) [Shareholders May Not Have the Ability to Approve Our Initial Business Combination](index=16&type=section&id=Shareholders%20May%20Not%20Have%20the%20Ability%20to%20Approve%20Our%20Initial%20Business%20Combination) - The company may proceed with redemptions without a shareholder vote, unless required by applicable law or Nasdaq listing rules, or if the company decides to seek shareholder approval for business or other reasons[66](index=66&type=chunk)[68](index=68&type=chunk) - If shareholder approval is required, the company will only complete the transaction if a majority of the ordinary shares voted at a shareholder meeting approve the business combination[82](index=82&type=chunk) [Permitted Purchases of Our Securities and Other Transactions with Respect to Our Securities](index=17&type=section&id=Permitted%20Purchases%20of%20Our%20Securities%20and%20Other%20Transactions%20with%20Respect%20to%20Our%20Securities) - If the company seeks shareholder approval and does not redeem through a tender offer, the sponsor, directors, officers, advisors, or their affiliates may purchase public shares in privately negotiated transactions or open market purchases to satisfy transaction conditions or reduce redemptions[69](index=69&type=chunk)[71](index=71&type=chunk) - Any such purchases will comply with federal securities laws, including Regulation M and Rule 10b-18, and will be disclosed in a Form 8-K, including the amount, purpose, impact on business combination approval, and identity of selling shareholders[69](index=69&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) [Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination](index=19&type=section&id=Redemption%20Rights%20for%20Public%20Shareholders%20upon%20Completion%20of%20Our%20Initial%20Business%20Combination) - The company will offer public shareholders the opportunity to redeem their Class A ordinary shares upon completion of the initial business combination, at a redemption price equal to the per-share cash amount in the trust account, including interest[76](index=76&type=chunk) - The sponsor and management team have agreed to waive their redemption rights for their founder shares, private placement shares, and any public shares purchased during or after the initial public offering[76](index=76&type=chunk) [Limitations on Redemptions](index=19&type=section&id=Limitations%20on%20Redemptions) - The company's articles of association stipulate that the amount of public share redemptions must not result in the company's net tangible assets falling below **$5,000,001** to avoid being subject to SEC "penny stock" rules[77](index=77&type=chunk) - If the total cash consideration for redemption requests plus the cash conditions required for the business combination exceed the company's total available cash, the company will not complete the business combination or redeem any shares[77](index=77&type=chunk) [Manner of Conducting Redemptions](index=20&type=section&id=Manner%20of%20Conducting%20Redemptions) - The company will conduct redemptions either through a shareholder meeting to approve the business combination or via a tender offer, depending on transaction timing, legal requirements, or exchange listing requirements[79](index=79&type=chunk) - If shareholder approval is sought, the company will conduct a proxy solicitation in accordance with Regulation 14A of the Exchange Act and file proxy materials[80](index=80&type=chunk)[81](index=81&type=chunk) - If redemptions are conducted via a tender offer, the company will proceed in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act, and file tender offer documents[84](index=84&type=chunk) [Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval](index=21&type=section&id=Limitation%20on%20Redemption%20upon%20Completion%20of%20Our%20Initial%20Business%20Combination%20If%20We%20Seek%20Shareholder%20Approval) - If the company seeks shareholder approval and does not redeem through a tender offer, public shareholders and their affiliates or "groups" will be limited from redeeming "excess shares" exceeding **15%** of the total shares sold in the initial public offering, unless with prior company consent[86](index=86&type=chunk) - This limitation aims to prevent minority shareholders from using redemption rights to force the company to purchase their shares at a high price, thereby affecting the completion of the business combination[86](index=86&type=chunk) [Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights](index=21&type=section&id=Tendering%20Share%20Certificates%20in%20Connection%20with%20a%20Tender%20Offer%20or%20Redemption%20Rights) - Public shareholders seeking to exercise redemption rights must submit their share certificates (if any) to the transfer agent or electronically deliver shares via the DWAC system by the date specified in the proxy solicitation or tender offer materials[88](index=88&type=chunk) - Unlike many blank check companies, the company requires physical or electronic delivery before the meeting to ensure that redeeming shareholders' redemption choices are irrevocable after business combination approval[91](index=91&type=chunk) [Redemption of Public Shares and Liquidation If No Initial Business Combination](index=22&type=section&id=Redemption%20of%20Public%20Shares%20and%20Liquidation%20If%20No%20Initial%20Business%20Combination) - The company's articles of association require it to complete an initial business combination by June 2, 2023 (as extended), otherwise it will cease operations, liquidate, and redeem public shares[94](index=94&type=chunk) - If the company fails to complete a business combination by the specified date, public shares will be redeemed at a per-share cash price equal to the total amount in the trust account, less income taxes and liquidation expenses, divided by the number of public shares outstanding[96](index=96&type=chunk) - The sponsor has agreed to waive its liquidation distribution rights for its founder shares and private placement shares to protect funds in the trust account[97](index=97&type=chunk) - The company will endeavor to have all vendors and service providers sign agreements waiving any rights to funds in the trust account, to mitigate the risk of third-party claims[101](index=101&type=chunk) [Competition](index=28&type=section&id=Competition) - The company faces intense competition from other blank check companies, private equity groups, public companies, and operating businesses seeking strategic acquisitions when identifying, evaluating, and selecting business combination targets[116](index=116&type=chunk) - Many competitors possess greater financial, technical, human, and other resources than the company, potentially placing it at a competitive disadvantage when acquiring large target businesses[116](index=116&type=chunk) [Facilities](index=28&type=section&id=Facilities) - The company currently maintains executive offices at 51 Astor Place, 10th Floor, New York, New York, paying the sponsor **$10,000** per month for office space, secretarial, and administrative support[117](index=117&type=chunk) [Employees](index=28&type=section&id=Employees) - The company currently has three executive officers and does not intend to have full-time employees before completing an initial business combination; officers will dedicate necessary time based on the business combination process[118](index=118&type=chunk) [Periodic Reporting and Financial Information](index=28&type=section&id=Periodic%20Reporting%20and%20Financial%20Information) - The company has registered its Class A ordinary shares under the Exchange Act and is obligated to file annual, quarterly, and current reports with the SEC[119](index=119&type=chunk)[123](index=123&type=chunk) - The company will provide shareholders with audited financial statements of a potential target business, which may need to comply with GAAP or IFRS and be audited by the PCAOB[120](index=120&type=chunk) - The company is a Cayman Islands exempted company and has obtained a tax exemption undertaking from the Cayman Islands government, exempting it from taxes on profits, income, gains, or appreciation for **20 years**[124](index=124&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including failure to complete a business combination, redemption rights impacting deals, management conflicts of interest, macroeconomic events, internal control weaknesses, and potential regulatory or delisting issues - The company may fail to complete an initial business combination by the specified date, leading to liquidation, where public shareholders may receive only approximately **$10.00** per share or less in redemption[154](index=154&type=chunk)[156](index=156&type=chunk) - Public shareholders' right to redeem shares may make the company's financial condition unattractive to potential business combination targets, hindering transaction completion[138](index=138&type=chunk)[139](index=139&type=chunk) - The company's officers and directors have fiduciary or contractual obligations in other entities, including other blank check companies, potentially leading to conflicts of interest and affecting the presentation of business opportunities[283](index=283&type=chunk)[284](index=284&type=chunk) - Geopolitical conditions such as the COVID-19 pandemic and the Russia-Ukraine conflict may significantly and adversely affect the company's search for business combinations and the operations of target businesses[147](index=147&type=chunk)[148](index=148&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - The company has material weaknesses in internal control, which may lead to untimely or inaccurate financial information reporting and increased litigation risk[299](index=299&type=chunk)[301](index=301&type=chunk)[302](index=302&type=chunk)[303](index=303&type=chunk)[304](index=304&type=chunk) - The company may be deemed an investment company under the Investment Company Act, leading to burdensome compliance requirements and activity restrictions, potentially even forcing liquidation[241](index=241&type=chunk)[243](index=243&type=chunk) - Nasdaq may delist the company's securities, which would limit investors' ability to trade the company's securities and subject the company to additional trading restrictions[264](index=264&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk) [Risks Related to Business Combination Process](index=30&type=section&id=Risks%20Related%20to%20Business%20Combination%20Process) - The company may not conduct a shareholder vote on its initial business combination, meaning the combination could be completed even if a majority of shareholders do not support it[130](index=130&type=chunk)[131](index=131&type=chunk) - Public shareholders' right to redeem shares may make the company's financial condition unattractive to potential business combination targets, hindering transaction completion[138](index=138&type=chunk)[139](index=139&type=chunk) - The requirement for the company to complete an initial business combination by a specified date may give potential target businesses leverage in negotiations and limit the time available for due diligence[145](index=145&type=chunk)[146](index=146&type=chunk) [Risks Related to External Factors](index=32&type=section&id=Risks%20Related%20to%20External%20Factors) - The ongoing impact of the COVID-19 pandemic may significantly and adversely affect the company's search for business combinations and the operations of target businesses[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) - Geopolitical conditions, sanctions, and impacts on debt and equity markets resulting from the Russia-Ukraine conflict may significantly and adversely affect the company's search for business combinations and the operations of target businesses[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) [Risks Related to Shareholder Rights and Liquidation](index=33&type=section&id=Risks%20Related%20to%20Shareholder%20Rights%20and%20Liquidation) - If the company fails to complete an initial business combination by the specified date, it will cease all operations and liquidate, where public shareholders may receive only approximately **$10.00** per share or less in redemption[154](index=154&type=chunk)[156](index=156&type=chunk) - The sponsor, directors, officers, advisors, and their affiliates may purchase public shares, which could influence the business combination's voting outcome and reduce the public float of Class A ordinary shares[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) - If shareholders fail to receive the company's redemption offer notice or do not comply with the procedures for tendering shares, their shares may not be redeemed[163](index=163&type=chunk)[164](index=164&type=chunk) [Risks Related to Competition and Resources](index=36&type=section&id=Risks%20Related%20to%20Competition%20and%20Resources) - The increasing number of special purpose acquisition companies has led to a scarcity of attractive targets and intensified competition, potentially increasing business combination costs or resulting in failure to find a target[166](index=166&type=chunk)[167](index=167&type=chunk) - The company's limited resources and intense competition may make it difficult to complete an initial business combination; if unsuccessful, public shareholders may receive only approximately **$10.00** per share or less in redemption[168](index=168&type=chunk)[169](index=169&type=chunk) - If funds outside the trust account are insufficient to support company operations until liquidation, the company will rely on loans from the sponsor or management team, otherwise it may be forced to liquidate[170](index=170&type=chunk)[171](index=171&type=chunk)[173](index=173&type=chunk) [Risks Related to Target Business Characteristics](index=37&type=section&id=Risks%20Related%20to%20Target%20Business%20Characteristics) - The company may seek business combination opportunities with high complexity requiring significant operational improvements, which could delay or hinder the achievement of expected results[174](index=174&type=chunk)[175](index=175&type=chunk) - The company may complete an initial business combination with a private company having limited information, potentially leading to the combined company being less profitable than anticipated[236](index=236&type=chunk) - The company may acquire a business outside of management's area of expertise, leading to an inability to fully assess risks and potentially negatively impacting shareholder value[179](index=179&type=chunk)[180](index=180&type=chunk) [Risks Related to Corporate Governance and Control](index=38&type=section&id=Risks%20Related%20to%20Corporate%20Governance%20and%20Control) - The company's articles of association do not specify a maximum redemption threshold, potentially allowing the company to complete an initial business combination even if a majority of shareholders disagree[182](index=182&type=chunk)[183](index=183&type=chunk) - The company may amend its articles of association to facilitate a business combination, even if shareholders may not support such amendments[184](index=184&type=chunk)[185](index=185&type=chunk) - The company's initial shareholders hold a significant equity stake, potentially exerting substantial influence over actions requiring shareholder votes, and their voting may not align with public shareholders' interests[186](index=186&type=chunk) [Risks Related to Financial Reporting and Accounting](index=40&type=section&id=Risks%20Related%20to%20Financial%20Reporting%20and%20Accounting) - Even with due diligence on a target business, the company may not uncover all material issues, leading to post-combination asset write-downs, restructurings, or impairments, negatively impacting financial condition and stock price[191](index=191&type=chunk)[192](index=192&type=chunk) - If third parties make claims against the company, funds in the trust account may be reduced, resulting in shareholders receiving less than **$10.00** per share upon redemption[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk) - If the company files for bankruptcy after distributing trust account funds to public shareholders, a bankruptcy court may recover these funds, and board members could face punitive damages claims for breach of fiduciary duty[200](index=200&type=chunk)[201](index=201&type=chunk) - The company has material weaknesses in internal control, which may lead to untimely or inaccurate financial information reporting and increased litigation risk[299](index=299&type=chunk)[301](index=301&type=chunk)[302](index=302&type=chunk)[303](index=303&type=chunk)[304](index=304&type=chunk) [Risks Related to Healthcare Industry](index=43&type=section&id=Risks%20Related%20to%20Healthcare%20Industry) - As the company plans to seek business combinations in the healthcare industry, its future operations will face industry-specific risks such as government regulation, cost controls, new product approvals, patent expirations, and product liability litigation[207](index=207&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk) - The healthcare industry invests heavily in R&D, and research findings and technological innovations may render existing treatments, services, or products unattractive, significantly and adversely affecting target companies[213](index=213&type=chunk) [Risks Related to Securities](index=44&type=section&id=Risks%20Related%20to%20Securities) - The company may issue additional Class A ordinary shares or preferred stock to complete an initial business combination or implement employee incentive plans, which will dilute existing shareholders' equity and may introduce other risks[217](index=217&type=chunk)[220](index=220&type=chunk) - Securities invested in the trust account may yield negative interest rates, reducing trust asset value and resulting in public shareholders receiving less than **$10.00** per share upon redemption[259](index=259&type=chunk)[260](index=260&type=chunk) - If the company seeks shareholder approval and does not redeem through a tender offer, shareholders holding more than **15%** of Class A ordinary shares will lose the ability to redeem all excess shares[261](index=261&type=chunk)[262](index=262&type=chunk) - Nasdaq may delist the company's securities, which would limit investors' ability to trade the company's securities and subject the company to additional trading restrictions[264](index=264&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk) [Risks Related to Sponsor and Management Team](index=47&type=section&id=Risks%20Related%20to%20Sponsor%20and%20Management%20Team) - The company relies on its officers and directors, whose departure could adversely affect company operations, especially before completing an initial business combination[274](index=274&type=chunk) - The company's officers and directors allocate their time to other businesses, potentially leading to conflicts of interest and affecting the time they dedicate to company affairs[281](index=281&type=chunk)[282](index=282&type=chunk) - The company's officers and directors have fiduciary or contractual obligations in other entities, potentially leading to conflicts of interest and affecting the presentation of business opportunities[283](index=283&type=chunk)[284](index=284&type=chunk) - The personal and financial interests of the sponsor, officers, and directors may influence their motivation in identifying and selecting target businesses, potentially leading to conflicts of interest[287](index=287&type=chunk)[288](index=288&type=chunk) - If the initial business combination is not completed, the sponsor, officers, and directors will lose their entire investment (excluding public shares), which could create conflicts of interest in their target selection[294](index=294&type=chunk)[295](index=295&type=chunk) [General Risk Factors](index=50&type=section&id=General%20Risk%20Factors) - The company has material weaknesses in internal control, which may lead to untimely or inaccurate financial information reporting and increased litigation risk[299](index=299&type=chunk)[301](index=301&type=chunk)[302](index=302&type=chunk)[303](index=303&type=chunk)[304](index=304&type=chunk) - The report of the independent registered public accounting firm includes an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern[305](index=305&type=chunk) - As a newly formed company with no operating history or revenue, investors cannot assess its ability to achieve business objectives[306](index=306&type=chunk) - The SEC has issued proposed rules regarding special purpose acquisition companies, which may increase the cost and time of business combinations, restrict combination conditions, and potentially even lead to company liquidation[310](index=310&type=chunk)[311](index=311&type=chunk) - The past performance of the company's management team or its affiliates (including Perceptive Advisors) is not indicative of a guarantee of the company's future investment performance[312](index=312&type=chunk)[313](index=313&type=chunk) - As a Cayman Islands exempted company, investors may face difficulties protecting their interests, and their ability to enforce rights through U.S. federal courts may be limited[320](index=320&type=chunk)[321](index=321&type=chunk)[324](index=324&type=chunk)[325](index=325&type=chunk) [Unresolved Staff Comments](index=57&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) As of the report date, the company has no unresolved staff comments - The company has no unresolved staff comments[343](index=343&type=chunk) [Properties](index=57&type=section&id=Item%202.%20Properties) The company's executive offices are located in New York City, with a monthly payment of **$10,000** to the sponsor for administrative support, and the current space is sufficient - The company's executive offices are located at 51 Astor Place, 10th Floor, New York, New York[344](index=344&type=chunk) - The company pays the sponsor **$10,000** per month for office space, secretarial, and administrative support[344](index=344&type=chunk) - The company believes its current office space is sufficient for its present operational needs[344](index=344&type=chunk) [Legal Proceedings](index=58&type=section&id=Item%203.%20Legal%20Proceedings) To management's knowledge, there are no pending or anticipated legal proceedings against the company, its officers, or directors - To management's knowledge, there are no pending or anticipated legal proceedings against the company, its officers, or directors[345](index=345&type=chunk) [Mine Safety Disclosures](index=58&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable - This item is not applicable[346](index=346&type=chunk) PART II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=59&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A ordinary shares trade on Nasdaq, with limited record holders; no cash dividends have been paid, and unregistered securities sales include Class B shares and convertible notes to the sponsor - The company's Class A ordinary shares trade on Nasdaq under the symbol "ARYD," commencing public trading on February 26, 2021[347](index=347&type=chunk) - As of the report date, the company had two record holders of Class A ordinary shares and four record holders of Class B ordinary shares[347](index=347&type=chunk) - The company has not paid any cash dividends, and future dividend payments will depend on post-business combination revenue, profitability, capital requirements, and financial condition[347](index=347&type=chunk) - The company issued **3,737,500** Class B ordinary shares to the sponsor and privately placed **499,000** Class A ordinary shares to the sponsor at **$10.00** per share[348](index=348&type=chunk)[349](index=349&type=chunk) - The company issued an unsecured convertible promissory note for **$120,000** to the sponsor on November 7, 2022, for general corporate purposes, and a second convertible promissory note on February 28, 2023, allowing borrowing up to **$1,680,000**[350](index=350&type=chunk)[351](index=351&type=chunk) [Market Information](index=59&type=section&id=Market%20Information) - The company's Class A ordinary shares trade on Nasdaq under the symbol "ARYD," commencing public trading on February 26, 2021[347](index=347&type=chunk) [Holders](index=59&type=section&id=Holders) - As of the report date, the company had two record holders of Class A ordinary shares and four record holders of Class B ordinary shares[347](index=347&type=chunk) [Dividends](index=59&type=section&id=Dividends) - The company has not paid any cash dividends, and future dividend payments will depend on post-business combination revenue, profitability, capital requirements, and financial condition[347](index=347&type=chunk) [Securities Authorized for Issuance under Equity Compensation Plans](index=59&type=section&id=Securities%20Authorized%20for%20Issuance%20under%20Equity%20Compensation%20Plans) - The company has not authorized the issuance of any securities under equity compensation plans[348](index=348&type=chunk) [Performance Graph](index=59&type=section&id=Performance%20Graph) - Not applicable[348](index=348&type=chunk) [Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings](index=59&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities%3B%20Use%20of%20Proceeds%20from%20Registered%20Offerings) - The company issued **3,737,500** Class B ordinary shares to the sponsor and privately placed **499,000** Class A ordinary shares to the sponsor at **$10.00** per share[348](index=348&type=chunk)[349](index=349&type=chunk) - The company issued an unsecured convertible promissory note for **$120,000** to the sponsor on November 7, 2022, for general corporate purposes[350](index=350&type=chunk) - The company issued a second convertible promissory note on February 28, 2023, allowing borrowing up to **$1,680,000** for general corporate purposes and trust account deposits[351](index=351&type=chunk) - Net proceeds of **$149.5 million** from the initial public offering and private placement have been deposited into a trust account, invested in U.S. government treasury bills or money market funds[352](index=352&type=chunk) - The company paid approximately **$3 million** in underwriting discounts and commissions and deferred **$5.2 million** in underwriting discounts and commissions, with one underwriter waiving its right to **50%** of the deferred commission[353](index=353&type=chunk) [Unregistered Sales](index=59&type=section&id=Unregistered%20Sales) - On January 4, 2021, the company issued **3,737,500** Class B ordinary shares to the sponsor in exchange for a **$25,000** capital contribution[348](index=348&type=chunk) - Upon completion of the initial public offering, the company privately placed **499,000** Class A ordinary shares to the sponsor at **$10.00** per share, totaling **$4,990,000**[349](index=349&type=chunk) - On November 7, 2022, the company issued an unsecured convertible promissory note for **$120,000** to the sponsor for general corporate purposes[350](index=350&type=chunk) - On February 28, 2023, the company issued a second convertible promissory note, allowing borrowing up to **$1,680,000**, of which **$1,380,000** is convertible into working capital shares[351](index=351&type=chunk) [Use of Proceeds](index=60&type=section&id=Use%20of%20Proceeds) - Net proceeds of **$149.5 million** from the initial public offering and private placement have been deposited into a trust account, invested in U.S. government treasury bills or money market funds[352](index=352&type=chunk) - The company paid approximately **$3 million** in underwriting discounts and commissions and deferred **$5.2 million** in underwriting discounts and commissions, with one underwriter waiving its right to **50%** of the deferred commission[353](index=353&type=chunk) [Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=61&type=section&id=Purchases%20of%20Equity%20Securities%20by%20the%20Issuer%20and%20Affiliated%20Purchasers) - None[356](index=356&type=chunk) [Reserved](index=61&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved - This item is reserved[357](index=357&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=61&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company, the company's focus has been on its IPO and finding a business combination, with net income primarily from trust investments, while facing going concern uncertainties and contractual obligations - The company's primary activities since inception have been preparing for its initial public offering and seeking a potential initial business combination, with no operating revenue generated[358](index=358&type=chunk)[373](index=373&type=chunk) - On February 28, 2023, the company's shareholders approved an extension of the business combination deadline to June 2, 2023, with optional monthly extensions until March 2, 2024[369](index=369&type=chunk) - To mitigate the risk of being deemed an investment company, the company instructed the trustee to liquidate investments in the trust account and hold funds in an interest-bearing demand deposit account[368](index=368&type=chunk) Operating Results for 2022 and 2021 | Metric | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | General and Administrative Expenses | **$1,009,074** | **$6,614,208** | | Operating Loss | **($1,009,074)** | **($6,614,208)** | | Interest Income and Unrealized Gains from Trust Account Investments | **$2,076,558** | **$52,336** | | Net Income (Loss) | **$1,067,484** | **($6,561,872)** | | Basic and Diluted Net Income (Loss) Per Class A Ordinary Share | **$0.06** | **($0.40)** | | Basic and Diluted Net Income (Loss) Per Class B Ordinary Share | **$0.06** | **($0.40)** | - As of December 31, 2022, the company had approximately **$91,000** in cash in its operating bank account and a working capital deficit of approximately **$6.1 million**, with the independent registered public accounting firm's report expressing substantial doubt about the company's ability to continue as a going concern[374](index=374&type=chunk)[376](index=376&type=chunk) - The company pays the sponsor **$10,000** per month for administrative support and has entered into two convertible promissory note agreements with the sponsor to meet working capital needs[377](index=377&type=chunk)[382](index=382&type=chunk)[384](index=384&type=chunk) [Overview](index=61&type=section&id=Overview) - The company is a blank check company, formed on August 24, 2020, for the purpose of effecting a business combination, with ARYA Sciences Holdings IV as its sponsor[358](index=358&type=chunk) - The company completed its initial public offering on March 2, 2021, issuing **14,950,000** Class A ordinary shares, raising **$149.5 million**, and incurring approximately **$8.8 million** in offering costs, including **$5.2 million** in deferred underwriting commissions[359](index=359&type=chunk) - On August 8, 2022, one underwriter waived its right to **50%** of the deferred underwriting commission[359](index=359&type=chunk) - Net proceeds of **$149.5 million** from the initial public offering and private placement have been deposited into a trust account, invested in U.S. government securities or money market funds[361](index=361&type=chunk) - If the company fails to complete a business combination by the specified date, it will cease operations, liquidate, and redeem public shares[363](index=363&type=chunk) [Adoption of Extension Amendment Proposal](index=63&type=section&id=Adoption%20of%20Extension%20Amendment%20Proposal) - On February 27, 2023, the company instructed the trustee to liquidate investments in the trust account and hold funds in an interest-bearing demand deposit account to mitigate the risk of being deemed an investment company[368](index=368&type=chunk) - On February 28, 2023, the company's shareholders approved an extension of the business combination deadline to June 2, 2023, with optional monthly extensions until March 2, 2024[369](index=369&type=chunk) - As part of the extension, the sponsor deposited **$420,000** into the trust account and received a second convertible promissory note[369](index=369&type=chunk) - Following the adoption of the extension amendment proposal, **11,259,169** public shares were redeemed, leaving **4,189,831** Class A ordinary shares and **3,737,500** Class B ordinary shares outstanding[370](index=370&type=chunk) - The sponsor's Class B ordinary shares represent **47.1%** of the outstanding ordinary shares[370](index=370&type=chunk) [Results of Operations](index=64&type=section&id=Results%20of%20Operations) - The company's primary activities since inception have been preparing for its initial public offering and seeking a potential initial business combination, with no operating revenue generated[373](index=373&type=chunk) Operating Results for 2022 and 2021 | Metric | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | General and Administrative Expenses | **$1,009,074** | **$6,614,208** | | Operating Loss | **($1,009,074)** | **($6,614,208)** | | Interest Income and Unrealized Gains from Trust Account Investments | **$2,076,558** | **$52,336** | | Net Income (Loss) | **$1,067,484** | **($6,561,872)** | | Basic and Diluted Net Income (Loss) Per Class A Ordinary Share | **$0.06** | **($0.40)** | | Basic and Diluted Net Income (Loss) Per Class B Ordinary Share | **$0.06** | **($0.40)** | [Going Concern](index=64&type=section&id=Going%20Concern) - As of December 31, 2022, the company had approximately **$91,000** in cash in its operating bank account and a working capital deficit of approximately **$6.1 million**[374](index=374&type=chunk) - The company's liquidity needs are met through contributions from the sponsor, loans, and proceeds from private placements[374](index=374&type=chunk) - The report of the independent registered public accounting firm expresses substantial doubt about the company's ability to continue as a going concern due to its working capital deficit and risk of mandatory liquidation[376](index=376&type=chunk) [Contractual Obligations](index=64&type=section&id=Contractual%20Obligations) - The company pays the sponsor **$10,000** per month for administrative support, incurring approximately **$120,000** in fees as of December 31, 2022[377](index=377&type=chunk) - Holders of founder shares and private placement shares have registration rights, and the company will bear the expenses of filing registration statements[379](index=379&type=chunk) - The company paid approximately **$3 million** in underwriting discounts and deferred **$5.2 million** in underwriting commissions, with one underwriter waiving its right to **50%** of the deferred commission[381](index=381&type=chunk) - The company has two convertible promissory note agreements with the sponsor for working capital, with **$120,000** outstanding on the first note as of December 31, 2022[382](index=382&type=chunk)[384](index=384&type=chunk) [Critical Accounting Estimates](index=66&type=section&id=Critical%20Accounting%20Estimates) - The company's management has not identified any critical accounting estimates[385](index=385&type=chunk) [Off-Balance Sheet Arrangements](index=66&type=section&id=Off-Balance%20Sheet%20Arrangements) - As of December 31, 2022, the company had no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K[386](index=386&type=chunk) [JOBS Act](index=67&type=section&id=JOBS%20Act) - As an "emerging growth company," the company has elected to delay adoption of new or revised accounting standards, which may make its financial statements incomparable to non-emerging growth companies[388](index=388&type=chunk) - The company is evaluating the benefits of relying on other simplified reporting requirements provided by the JOBS Act, including exemptions from auditor attestation reports on internal control and reduced executive compensation disclosure[389](index=389&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=67&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, the company is not required to provide the information for this item - As a smaller reporting company, the company is not required to provide the information requested by this item[390](index=390&type=chunk) [Financial Statements and Supplementary Data](index=67&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This item refers to the financial statements and supplementary data located at the end of the report - This item refers to the financial statements and supplementary data on pages F-1 through F-20 at the end of the report[390](index=390&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=67&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company has no changes in or disagreements with accountants regarding accounting and financial disclosure - The company has no changes in or disagreements with accountants on accounting and financial disclosure[390](index=390&type=chunk) [Controls and Procedures](index=67&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management assessed disclosure controls and procedures as ineffective due to material weaknesses in internal control, specifically in accounting for contingent obligations, and is implementing remediation efforts - The company's management assessed that as of December 31, 2022, its disclosure controls and procedures were ineffective due to material weaknesses in internal control[391](index=391&type=chunk) - Specifically, the company's internal controls were ineffective in design or maintenance regarding the interpretation and accounting for the extinguishment of significant contingent obligations related to waivers[391](index=391&type=chunk) - Management has conducted additional analysis to ensure financial statements comply with GAAP and believes the financial statements in this report fairly present the company's financial position in all material respects[391](index=391&type=chunk) - The company has dedicated and will continue to dedicate significant effort and resources to remediate and improve internal controls to ensure effective evaluation of accounting for complex transactions[395](index=395&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=67&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - The company's management assessed that as of December 31, 2022, its disclosure controls and procedures were ineffective due to material weaknesses in internal control[391](index=391&type=chunk) - Specifically, the company's internal controls were ineffective in design or maintenance regarding the interpretation and accounting for the extinguishment of significant contingent obligations related to waivers[391](index=391&type=chunk) [Management's Annual Report on Internal Control Over Financial Reporting](index=68&type=section&id=Management's%20Annual%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) - Management is responsible for establishing and maintaining adequate internal control to ensure reliable financial reporting and financial statement preparation in accordance with U.S. GAAP[393](index=393&type=chunk) - Based on an evaluation using the COSO framework, management concluded that the company's internal control was ineffective as of December 31, 2022[393](index=393&type=chunk) [Changes in Internal Control over Financial Reporting](index=68&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - The company has taken and plans to continue taking steps to remediate identified material weaknesses and improve internal controls to ensure the accuracy of accounting for complex financial instruments[395](index=395&type=chunk) [Other Information](index=68&type=section&id=Item%209B.%20Other%20Information) This item contains no other information - This item contains no other information[396](index=396&type=chunk) [Disclosures Regarding Foreign Jurisdictions that Prevent Inspections](index=68&type=section&id=Item%209C.%20Disclosures%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable - This item is not applicable[396](index=396&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=69&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The board comprises executive and independent directors across three classes, with established committees and a code of ethics, while managing potential conflicts of interest among officers and directors - The company's board of directors consists of Joseph Edelman (Chairman), Adam Stone (CEO and Director), Michael Altman (CFO and Director), Konstantin Poukalov (Chief Business Officer), and Todd Wider, Leslie Trigg, and Michael Henderson (Independent Directors)[399](index=399&type=chunk)[400](index=400&type=chunk)[402](index=402&type=chunk)[403](index=403&type=chunk)[404](index=404&type=chunk)[406](index=406&type=chunk) - The board of directors is divided into three classes, with each class serving a three-year term, and one class elected annually[407](index=407&type=chunk) - The company has established an audit committee, a nominating committee, and a compensation committee, with all committee members identified as independent directors[411](index=411&type=chunk)[413](index=413&type=chunk)[414](index=414&type=chunk)[418](index=418&type=chunk) - The company has adopted a code of ethics applicable to its directors, officers, and employees[422](index=422&type=chunk) - The company's officers and directors have fiduciary or contractual obligations in other entities, potentially leading to conflicts of interest, but the company does not believe these conflicts will materially affect its ability to complete an initial business combination[427](index=427&type=chunk)[430](index=430&type=chunk) [Directors and Executive Officers](index=69&type=section&id=Directors%20and%20Executive%20Officers) Directors and Executive Officers | 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 | - Joseph Edelman is the Founder, CEO, and Portfolio Manager of Perceptive Advisors, and serves as a director on several other biotechnology companies[399](index=399&type=chunk) - Adam Stone is the Chief Investment Officer of Perceptive Advisors and serves as a director or supervisory board member for several life sciences companies[399](index=399&type=chunk) - Michael Altman is a Managing Director at Perceptive Advisors, focusing on medical devices, diagnostics, digital health, and specialty pharmaceuticals, and serves as a director for several companies[400](index=400&type=chunk) - Konstantin Poukalov is a Managing Director at Perceptive Advisors, focusing on various strategies, and serves as a director for several life sciences companies[402](index=402&type=chunk) - Todd Wider, Leslie Trigg, and Michael Henderson are all independent directors with extensive experience in the healthcare and life sciences industries[403](index=403&type=chunk)[404](index=404&type=chunk)[406](index=406&type=chunk) [Number and Terms of Office of Officers and Directors](index=71&type=section&id=Number%20and%20Terms%20of%20Office%20of%20Officers%20and%20Directors) - The company's board of directors is divided into three classes, with each class of directors serving a three-year term, and one class elected annually[407](index=407&type=chunk) - Before the completion of an initial business combination, board vacancies may be filled by nomination of a majority of the holders of founder shares, and directors may be removed by a majority of the holders of founder shares[408](index=408&type=chunk) - Officers are appointed by the board of directors and serve at the discretion of the board, without specific terms of office[409](index=409&type=chunk) [Director Independence](index=71&type=section&id=Director%20Independence) - Nasdaq listing standards require that a majority of the board of directors be independent directors[410](index=410&type=chunk) - Joseph Edelman, Todd Wider, Leslie Trigg, and Michael Henderson are identified as independent directors[410](index=410&type=chunk) [Committees of the Board of Directors](index=71&type=section&id=Committees%20of%20the%20Board%20of%20Directors) - The company's board of directors has an audit committee, a nominating committee, and a compensation committee, each operating under a charter approved by the board[411](index=411&type=chunk) [Audit Committee](index=72&type=section&id=Audit%20Committee) - The audit committee members include Todd Wider (Chair), Leslie Trigg, and Michael Henderson, all identified as independent directors[413](index=413&type=chunk) - Todd Wider qualifies as an "audit committee financial expert"[413](index=413&type=chunk) - The audit committee is responsible for overseeing the independent registered public accounting firm's audit work, reviewing financial reports, ensuring compliance, and approving all payments to related parties[413](index=413&type=chunk) [Nominating Committee](index=72&type=section&id=Nominating%20Committee) - The nominating committee members include Todd Wider, Leslie Trigg (Chair), and Michael Henderson, all identified as independent directors[414](index=414&type=chunk) - The nominating committee is responsible for overseeing the selection of board members, considering candidates' accomplishments, intellect, experience, ethical standards, and professionalism[414](index=414&type=chunk)[416](index=416&type=chunk)[417](index=417&type=chunk) [Compensation Committee](index=73&type=section&id=Compensation%20Committee) - The compensation committee members include Todd Wider, Leslie Trigg, and Michael Henderson (Chair), all identified as independent directors[418](index=418&type=chunk) - The compensation committee is responsible for reviewing and approving the compensation of the CEO and other executive officers, reviewing compensation policies and plans, implementing incentive plans, and reviewing director compensation[418](index=418&type=chunk) [Compensation Committee Interlocks and Insider Participation](index=74&type=section&id=Compensation%20Committee%20Interlocks%20and%20Insider%20Participation) - The company's executive officers currently do not serve on the compensation committee of any entity where an executive officer of that entity serves as a director of the company[421](index=421&type=chunk) [Code of Ethics](index=74&type=section&id=Code%20of%20Ethics) - The company has adopted a code of ethics applicable to its directors, officers, and employees[422](index=422&type=chunk) [Section 16(a) Beneficial Ownership Reporting Compliance](index=74&type=section&id=Section%2016(a)%20Beneficial%20Ownership%20Reporting%20Compliance) - Based on a review of forms, the company believes there were no late filers as of December 31, 2022[423](index=423&type=chunk) [Conflicts of Interest](index=74&type=section&id=Conflicts%20of%20Interest) - Under Cayman Islands law, directors and officers have fiduciary duties, including acting in good faith, in the best interests of the company as a whole, exercising powers fairly, and avoiding conflicts of interest[424](index=424&type=chunk)[425](index=425&type=chunk)[426](index=426&type=chunk) - The company's officers and directors have fiduciary or contractual obligations in other entities, potentially leading to conflicts of interest and affecting the presentation of business opportunities[427](index=427&type=chunk)[430](index=430&type=chunk) - The company does not prohibit business combinations with entities affiliated with Perceptive Advisors or its sponsor, officers, or directors, but an independent investment bank or valuation firm's fairness opinion is required for related party transactions[434](index=434&type=chunk) [Executive Compensation](index=77&type=section&id=Item%2011.%20Executive%20Compensation) Officers and directors receive no cash compensation, but the sponsor receives **$10,000** monthly for administrative services, and out-of-pocket expenses are reimbursed; post-combination, management may receive consulting fees - The company's officers and directors do not receive any cash compensation[440](index=440&type=chunk) - The company pays the sponsor **$10,000** per month for office space, secretarial, and administrative services[440](index=440&type=chunk) - The sponsor, officers, and directors and their affiliates will be reimbursed for out-of-pocket expenses incurred in identifying potential target businesses and conducting due diligence[440](index=440&type=chunk) - Upon completion of a business combination, any directors or management team members who remain may receive consulting or management fees, with specific amounts determined by the combined company's board of directors at that time[442](index=442&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=78&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) As of April 6, 2023, ARYA Sciences Holdings IV is the largest beneficial owner with **52.3%** voting control, following significant public share redemptions that increased the sponsor's Class B ordinary share percentage to **47.1%** Beneficial Ownership as of April 6, 2023 | Beneficial Owner Name | Class B Ordinary Shares | Approximate Percentage of Class B Ordinary Shares | Class A Ordinary Shares | Approximate Percentage of Class A Ordinary Shares | Approximate Percentage of Voting Control | | :--- | :--- | :--- | :--- | :--- | :--- | | Arya Sciences Holdings IV (Sponsor) | **3,647,500** | **97.6%** | **499,000** | **11.9%** | **52.3%** | | Joseph Edelman | - | - | - | - | - | | Adam Stone | **3,647,500** | **97.6%** | **499,000** | **11.9%** | **52.3%** | | Michael Altman | **3,647,500** | **97.6%** | **499,000** | **11.9%** | **52.3%** | | Konstantin Poukalov | - | - | - | - | - | | Michael Henderson | **30,000** | * | - | - | * | | Todd Wider | **30,000** | * | - | - | * | | Leslie Trigg | **30,000** | * | - | - | * | | All Executive Officers and Directors (Seven Individuals) | **3,737,500** | **100%** | **499,000** | **11.9%** | **53.4%** | | Adage Capital Partners, L.P. | - | - | **1,000,000** | **23.9%** | **12.6%** | | Farallon Capital Partners, L.P. | - | - | **800,000** | **19.1%** | **10.1%** | | Glazer Capital, LLC | - | - | **500,000** | **11.9%** | **6.3%** | | Radcliffe Capital Management, L.P. | - | - | **221,613** | **5.3%** | **2.8%** | - As of April 6, 2023, the sponsor, ARYA Sciences Holdings IV, is the largest beneficial owner, holding **3,647,500** Class B ordinary shares and **499,000** Class A ordinary shares, totaling **52.3%** of the voting control[447](index=447&type=chunk) - Following the adoption of the extension amendment proposal, **11,259,169** public shares were redeemed, resulting in the sponsor's Class B ordinary shares representing **47.1%** of the outstanding ordinary shares[453](index=453&type=chunk) [Security Ownership](index=78&type=section&id=Security%20Ownership) Beneficial Ownership as of April 6, 2023 | Beneficial Owner Name | Class B Ordinary Shares | Approximate Percentage of Class B Ordinary Shares | Class A Ordinary Shares | Approximate Percentage of Class A Ordinary Shares | Approximate Percentage of Voting Control | | :--- | :--- | :--- | :--- | :--- | :--- | | Arya Sciences Holdings IV (Sponsor) | **3,647,500** | **97.6%** | **499,000** | **11.9%** | **52.3%** | | Joseph Edelman | - | - | - | - | - | | Adam Stone | **3,647,500** | **97.6%** | **499,000** | **11.9%** | **52.3%** | | Michael Altman | **3,647,500** | **97.6%** | **499,000** | **11.9%** | **52.3%** | | Konstantin Poukalov | - | - | - | - | - | | Mi

PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents ARYA Sciences Acquisition Corp IV's unaudited condensed financial statements, detailing its SPAC status, financial position, and the impact of a significant deferred underwriting commission waiver [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of September 30, 2022, total assets were approximately $150.6 million, primarily Trust Account investments, with liabilities at $8.6 million and a shareholders' deficit of $(8.4) million Condensed Balance Sheet Data (Unaudited) | Account | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$150,621,938** | **$150,422,375** | | Investments held in Trust Account | $150,447,906 | $149,552,336 | | **Total Liabilities** | **$8,643,363** | **$11,217,682** | | Deferred underwriting commissions | $2,616,250 | $5,232,500 | | **Total shareholders' deficit** | **$(8,369,331)** | **$(10,295,307)** | - As of September 30, 2022, **14,950,000 Class A ordinary shares** were subject to possible redemption at a value of **$10.06 per share**, totaling **$150,347,906**[8](index=8&type=chunk) [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company reported a net income of $3.2 million for Q3 2022, primarily driven by a $2.6 million gain from deferred underwriting commission settlement and unrealized investment gains Statements of Operations Highlights | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Net Income (Loss)** | **$3,181,072** | **$(5,093,380)** | **$2,773,882** | **$(5,466,059)** | | Gain from settlement of deferred underwriting commissions | $2,616,250 | - | $2,616,250 | - | | Unrealized gain on investments | $745,227 | $12,523 | $895,570 | $32,334 | | Basic and Diluted Net Income (Loss) per Share (Class A & B) | $0.17 | $(0.27) | $0.14 | $(0.35) | [Unaudited Condensed Statements of Changes in Shareholders' Equity (Deficit)](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Deficit)) The shareholders' deficit improved from $(10.3) million to $(8.4) million during the nine months ended September 30, 2022, driven by net income - The accumulated deficit decreased from **$(10,295,731)** at the beginning of the year to **$(8,369,755)** as of September 30, 2022, driven by a net income of **$3,181,072** in the third quarter[14](index=14&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2022, the company used $433,110 in operating cash, had no investing cash flows, and ended the period with $23,132 in cash Cash Flow Summary (Nine Months Ended) | Cash Flow Activity | Sep 30, 2022 | Sep 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(433,110) | $(945,751) | | Net cash used in investing activities | - | $(149,500,000) | | Net cash (used in) provided by financing activities | $(45,000) | $151,069,388 | | **Cash - end of the period** | **$23,132** | **$623,637** | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's SPAC status, March 2, 2023 business combination deadline, going concern issue, a $2.6 million gain from a deferred commission waiver, and a new $120,000 convertible promissory note - The company was formed to effect a Business Combination and must complete one by **March 2, 2023**, or it will be required to liquidate and dissolve[20](index=20&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - Management determined that the company's working capital deficit and liquidity conditions raise substantial doubt about its ability to continue as a going concern[37](index=37&type=chunk) - On August 8, 2022, an underwriter waived its right to its **50% share of deferred underwriting commissions**, resulting in a gain of approximately **$2.6 million** for the company[78](index=78&type=chunk)[22](index=22&type=chunk) - Subsequent to the quarter end, on November 7, 2022, the company issued an unsecured convertible promissory note to its Sponsor, allowing it to borrow up to **$120,000** for working capital[93](index=93&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial results, attributing Q3 2022 net income to a one-time gain from a deferred underwriting commission waiver, and highlights significant liquidity issues and the approaching business combination deadline - The company is a blank check company with no operating history, formed for the purpose of effecting a Business Combination[101](index=101&type=chunk) - Net income for Q3 2022 was approximately **$3.2 million**, primarily due to a **~$2.6 million** gain from the settlement of deferred underwriting commissions and **~$745,000** in unrealized gains on investments[111](index=111&type=chunk) - The company has a working capital deficit of approximately **$5.9 million** and limited cash (**$23,000**) as of September 30, 2022, raising substantial doubt about its ability to continue as a going concern[115](index=115&type=chunk)[117](index=117&type=chunk) - The company has until **March 2, 2023**, to consummate a Business Combination, or it will be forced to liquidate[106](index=106&type=chunk)[117](index=117&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from providing this information as it qualifies as a smaller reporting company under Rule 12b-2 of the Exchange Act - As a smaller reporting company, the registrant is not required to provide the information otherwise required under this item[133](index=133&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective as of September 30, 2022, with a material weakness remediated by June 30, 2022 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2022[136](index=136&type=chunk) - A material weakness in internal control over financial reporting identified in 2021 was remediated as of June 30, 2022[137](index=137&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings against it - None[139](index=139&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) This section highlights a new risk factor concerning proposed SEC rules for SPACs, which could increase costs and time for business combination completion - On March 30, 2022, the SEC issued proposed rules related to SPACs, which if adopted, may materially increase the costs and time required to negotiate and complete an initial business combination[142](index=142&type=chunk) - Other than the new risk factor regarding potential regulatory changes, there have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K[140](index=140&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the sale of 499,000 Private Placement Shares to the Sponsor, the placement of $149.5 million IPO proceeds into the Trust Account, and a subsequent $120,000 convertible promissory note - The sponsor purchased **499,000 Private Placement Shares** at **$10.00 per share**, generating gross proceeds of approximately **$5.0 million**[143](index=143&type=chunk) - Of the gross proceeds from the IPO, **$149,500,000** was placed in the Trust Account[145](index=145&type=chunk) - On November 7, 2022, the Company issued a convertible promissory note to the Sponsor, allowing it to borrow **$120,000** for general corporate purposes[144](index=144&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[148](index=148&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[148](index=148&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[148](index=148&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with or incorporated by reference into the Form 10-Q report, including key organizational and financial agreements - The report includes a list of exhibits filed, such as the Amended and Restated Memorandum and Articles of Association, Investment Management Trust Agreement, and a Convertible Promissory Note dated November 7, 2022[150](index=150&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements detail the company's financial position, operations, equity changes, and cash flows [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheet Highlights (June 30, 2022 vs. December 31, 2021) | Metric | June 30, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | Cash | $49,535 | $501,242 | | Prepaid expenses | $246,400 | $368,797 | | Total current assets | $295,935 | $870,039 | | Investments in Trust Account| $149,702,679 | $149,552,336 | | Total Assets | $149,998,614 | $150,422,375 | | Accounts payable | $67,068 | $173,073 | | Accrued expenses | $5,871,543 | $5,812,109 | | Due to related party | $30,000 | $- | | Total current liabilities | $5,968,611 | $5,985,182 | | Deferred underwriting commissions | $5,232,500 | $5,232,500 | | Total liabilities | $11,201,111 | $11,217,682 | | Class A ordinary shares subject to redemption | $149,602,679 | $149,500,000 | | Accumulated deficit | $(10,805,600) | $(10,295,731) | | Total shareholders' deficit | $(10,805,176) | $(10,295,307) | - The company's cash **significantly decreased** from **$501,242** at December 31, 2021, to **$49,535** at June 30, 2022, while investments held in the Trust Account slightly increased[7](index=7&type=chunk) - Total current assets decreased from **$870,039** to **$295,935**, and total current liabilities remained relatively stable, resulting in a **negative working capital position**[7](index=7&type=chunk) [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Condensed Statements of Operations Highlights (Three and Six Months Ended June 30, 2022 vs. 2021) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | General and administrative expenses | $304,811 | $166,913 | $557,533 | $392,490 | | Loss from operations | $(304,811) | $(166,913) | $(557,533) | $(392,490) | | Unrealized gain on investments in Trust Account | $108,807 | $4,485 | $150,343 | $19,811 | | Net loss | $(196,004) | $(162,428) | $(407,190) | $(372,679) | | Basic and diluted net loss per share, Class A | $(0.01) | $(0.01) | $(0.02) | $(0.03) | | Basic and diluted net loss per share, Class B | $(0.01) | $(0.01) | $(0.02) | $(0.03) | - The company reported an **increased net loss** for both the three and six months ended June 30, 2022, primarily due to higher general and administrative expenses, partially offset by increased unrealized gains on trust account investments[9](index=9&type=chunk) [Unaudited Condensed Statements of Changes in Shareholders' Equity (Deficit)](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Deficit)) Changes in Shareholders' Deficit (Six Months Ended June 30, 2022 vs. 2021) | Metric | December 31, 2021 | June 30, 2022 (Unaudited) | | :--- | :--- | :--- | | Accumulated Deficit (Start) | $(10,295,731) | $(10,295,731) | | Net Loss | $(407,190) | $(407,190) | | Increase in redemption value of Class A ordinary shares | $(102,679) | $(102,679) | | Accumulated Deficit (End) | N/A | $(10,805,600) | | Total Shareholders' Deficit (End) | $(10,295,307) | $(10,805,176) | - The total shareholders' deficit increased from **$(10,295,307)** at December 31, 2021, to **$(10,805,176)** at June 30, 2022, primarily due to net losses and an increase in the redemption value of Class A ordinary shares[12](index=12&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Condensed Statements of Cash Flows Highlights (Six Months Ended June 30, 2022 vs. 2021) | Cash Flow Activity | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(406,707) | $(812,141) | | Net cash used in investing activities | $- | $(149,500,000) | | Net cash (used in) provided by financing activities | $(45,000) | $151,069,388 | | Net change in cash | $(451,707) | $757,247 | | Cash - end of the period | $49,535 | $757,247 | - Net cash used in operating activities decreased in the first six months of 2022 compared to 2021, while financing activities shifted from a large inflow in 2021 to a net outflow in 2022[16](index=16&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [Note 1 - Description of Organization and Business Operations](index=7&type=section&id=Note%201%20-%20Description%20of%20Organization%20and%20Business%20Operations) - ARYA Sciences Acquisition Corp IV is a Special Purpose Acquisition Company (SPAC) incorporated on August 24, 2020, to effect a business combination[18](index=18&type=chunk) - The company completed its Initial Public Offering (IPO) on March 2, 2021, raising **$149.5 million** from public shares and approximately **$5.0 million** from a private placement[20](index=20&type=chunk)[21](index=21&type=chunk) - Substantially all net proceeds, totaling **$149.5 million**, were placed in a Trust Account invested in U.S. government securities or money market funds[22](index=22&type=chunk) - The company must complete a business combination by **March 2, 2023**, with a fair market value of at least **80%** of the Trust Account's net assets[23](index=23&type=chunk)[24](index=24&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) - As of June 30, 2022, **$50,000** in its operating account and a negative working capital of **$5.7 million** raise substantial doubt about its ability to continue as a going concern[33](index=33&type=chunk)[35](index=35&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=10&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) - The financial statements are prepared in accordance with GAAP and SEC rules for interim reporting[38](index=38&type=chunk) - As an 'emerging growth company' under the JOBS Act, the company has elected to use the extended transition period for new accounting standards[40](index=40&type=chunk)[41](index=41&type=chunk) - Investments held in the Trust Account are classified as trading securities recognized at fair value using **Level 1 inputs**[45](index=45&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - Class A ordinary shares subject to possible redemption are classified as **temporary equity** and presented at redemption value[53](index=53&type=chunk) - Net loss per ordinary share is calculated by dividing net loss by the weighted-average number of ordinary shares outstanding[57](index=57&type=chunk) [Note 3 - Initial Public Offering](index=13&type=section&id=Note%203%20-%20Initial%20Public%20Offering) - On March 2, 2021, the Company consummated its IPO of 14,950,000 Public Shares at $10.00 per share, generating gross proceeds of **$149.5 million** and incurring **$8.8 million** in offering costs[63](index=63&type=chunk) [Note 4 - Related Party Transactions](index=13&type=section&id=Note%204%20-%20Related%20Party%20Transactions) - The Sponsor acquired **3,737,500 Founder Shares** for $25,000 and **499,000 Private Placement Shares** for $5.0 million[64](index=64&type=chunk)[65](index=65&type=chunk)[67](index=67&type=chunk) - The Sponsor loaned the company up to **$300,000** for IPO expenses, of which approximately **$161,000** was borrowed and fully repaid[68](index=68&type=chunk)[69](index=69&type=chunk) - An administrative support agreement requires reimbursement to the Sponsor of **$10,000 per month** for office and administrative services[70](index=70&type=chunk) [Note 5 - Commitments and Contingencies](index=15&type=section&id=Note%205%20-%20Commitments%20and%20Contingencies) - Holders of Founder Shares and Private Placement Shares have registration rights to register their securities after applicable lock-up periods[73](index=73&type=chunk) - The company owes underwriters **$5.2 million** in deferred underwriting commissions, payable from the Trust Account upon completion of a business combination[74](index=74&type=chunk) - Management is evaluating the impact of the COVID-19 pandemic and the Russia-Ukraine military action, concluding their financial impacts are not readily determinable[75](index=75&type=chunk)[76](index=76&type=chunk) [Note 6 - Class A Ordinary Shares Subject to Possible Redemption](index=15&type=section&id=Note%206%20-%20Class%20A%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption) - As of June 30, 2022, **14,950,000 Class A ordinary shares** were subject to possible redemption and classified as temporary equity[77](index=77&type=chunk) Class A Ordinary Shares Subject to Possible Redemption Calculation (June 30, 2022) | Item | Amount | | :--- | :--- | | Gross Proceeds | $149,500,000 | | Less: Offering costs allocated to Class A ordinary shares subject to possible redemption | $(8,734,896) | | Plus: Accretion on Class A ordinary shares subject to possible redemption amount | $8,734,896 | | Increase in redemption value of Class A ordinary shares subject to possible redemption | $102,679 | | **Class A ordinary shares subject to possible redemption** | **$149,602,679** | [Note 7 - Shareholders' Equity (Deficit)](index=16&type=section&id=Note%207%20-%20Shareholders'%20Equity%20(Deficit)) - The company is authorized to issue 479,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares[80](index=80&type=chunk)[81](index=81&type=chunk) - Class B shares automatically convert to Class A shares upon the consummation of the initial Business Combination[82](index=82&type=chunk)[83](index=83&type=chunk) [Note 8 - Fair Value Measurements](index=16&type=section&id=Note%208%20-%20Fair%20Value%20Measurements) Fair Value Measurements of Assets Held in Trust Account (June 30, 2022) | Description | Quoted Prices in Active Markets (Level 1) | | :--- | :--- | | U.S. Treasury Securities | $149,697,917 | | Cash equivalents - money market funds | $4,762 | | **Total** | **$149,702,679** | - All investments held in the Trust Account are measured at fair value using **Level 1 inputs** (quoted prices in active markets)[87](index=87&type=chunk)[88](index=88&type=chunk) [Note 9 - Subsequent Events](index=17&type=section&id=Note%209%20-%20Subsequent%20Events) - Management has evaluated subsequent events and concluded that all required recognition or disclosure events have been addressed[89](index=89&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's financial condition, operational results, liquidity, and critical accounting policies [Cautionary Note Regarding Forward-Looking Statements](index=18&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) - The report contains forward-looking statements based on current expectations, which involve risks and uncertainties[92](index=92&type=chunk)[93](index=93&type=chunk) - Key risks include the **lack of operating history**, ability to complete a business combination, potential dilution, and economic conditions[93](index=93&type=chunk) [Overview](index=19&type=section&id=Overview) - ARYA Sciences Acquisition Corp IV is a blank check company that completed its IPO on March 2, 2021, raising **$149.5 million** and a private placement raising **$5.0 million**[96](index=96&type=chunk)[97](index=97&type=chunk) - Proceeds totaling **$149.5 million** are held in a Trust Account for investment in U.S. government securities[98](index=98&type=chunk) - The company must complete a business combination by **March 2, 2023**, or it will cease operations and liquidate[100](index=100&type=chunk) - A business combination poses risks of **significant equity dilution**, subordination of Class A shares, and increased vulnerability from debt incurrence[101](index=101&type=chunk)[103](index=103&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) - The company has not generated operating revenues since inception, with all activities focused on its formation, IPO, and search for a business combination[104](index=104&type=chunk) Net Loss and Key Components (Three and Six Months Ended June 30, 2022 vs. 2021) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(196,000) | $(162,000) | $(407,000) | $(373,000) | | General and administrative expenses | $305,000 | $167,000 | $557,000 | $392,000 | | Unrealized gains on investments in Trust Account | $109,000 | $5,000 | $150,000 | $19,000 | - The net loss for the six months ended June 30, 2022, was approximately **$407,000**, primarily driven by general and administrative expenses[104](index=104&type=chunk)[105](index=105&type=chunk) [Liquidity and Going Concern](index=20&type=section&id=Liquidity%20and%20Going%20Concern) - As of June 30, 2022, the company had approximately **$50,000** in its operating bank account and a negative working capital of approximately **$5.7 million**[106](index=106&type=chunk) - The working capital deficit and mandatory liquidation date of **March 2, 2023**, raise substantial doubt about the company's ability to continue as a going concern[109](index=109&type=chunk) - Liquidity needs have been met through Sponsor contributions, a repaid Sponsor loan, and proceeds from the Private Placement[108](index=108&type=chunk) - The financial statements do not include adjustments that might be necessary if the company is unable to continue as a going concern[109](index=109&type=chunk) [Contractual Obligations](index=21&type=section&id=Contractual%20Obligations) - The company has an Administrative Support Agreement to reimburse the Sponsor **$10,000 per month** for office and administrative services[111](index=111&type=chunk) - The company has registration rights obligations for Founder Shares and Private Placement Shares, bearing the expenses for filing registration statements[113](index=113&type=chunk) - A deferred underwriting commission of approximately **$5.2 million** is payable to underwriters upon completion of a business combination[114](index=114&type=chunk) [Critical Accounting Policies](index=22&type=section&id=Critical%20Accounting%20Policies) - Class A ordinary shares subject to possible redemption are classified as **temporary equity** at redemption value[115](index=115&type=chunk) - Net income (loss) per ordinary share is calculated by dividing net income (loss) by the weighted-average number of ordinary shares outstanding[116](index=116&type=chunk) [Recent Accounting Pronouncements](index=23&type=section&id=Recent%20Accounting%20Pronouncements) - Management believes no recently issued accounting standards would have a material effect on the financial statements[118](index=118&type=chunk) [Off-Balance Sheet Arrangements](index=23&type=section&id=Off-Balance%20Sheet%20Arrangements) - As of June 30, 2022, the company did not have any off-balance sheet arrangements[119](index=119&type=chunk) [JOBS Act](index=23&type=section&id=JOBS%20Act) - As an 'emerging growth company', the company is electing to delay the adoption of new or revised accounting standards[120](index=120&type=chunk) - The company is evaluating other reduced reporting requirements provided by the JOBS Act[121](index=121&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from market risk disclosures as a smaller reporting company - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[122](index=122&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) The evaluation of disclosure controls and procedures confirms effectiveness and the remediation of a prior material weakness [Evaluation of Disclosure Controls and Procedures](index=23&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - As of June 30, 2022, the CEO and CFO concluded that the company's disclosure controls and procedures were **effective**[124](index=124&type=chunk) - A **material weakness** in internal control over financial reporting identified in 2021 was **remediated** as of June 30, 2022[126](index=126&type=chunk) - Disclosure controls and procedures provide reasonable, not absolute, assurance that objectives are met[127](index=127&type=chunk) [Changes in Internal Control over Financial Reporting](index=24&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - Other than the remediation of the material weakness, there were no material changes in internal control over financial reporting during the most recent fiscal quarter[128](index=128&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings as of the date of this report - There are no legal proceedings to report[129](index=129&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) Risk factors are unchanged except for potential impacts from new SEC proposed rules concerning SPAC business combinations - No material changes to risk factors have occurred since the Annual Report, except for the potential adverse effects of changes in laws or regulations[129](index=129&type=chunk) - New **SEC proposed rules** issued on March 30, 2022, regarding SPACs could materially increase costs and time to complete a business combination[132](index=132&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the private placement sale of equity securities and the use of IPO proceeds for the Trust Account - The Sponsor purchased **499,000 Private Placement Shares** for approximately **$5.0 million** simultaneously with the IPO[133](index=133&type=chunk) - Of the IPO gross proceeds, **$149,500,000** was placed in the Trust Account[134](index=134&type=chunk) - The company paid approximately **$3.0 million** in underwriting discounts and commissions, with an additional **$5.2 million** deferred[134](index=134&type=chunk) [Item 3. Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities[134](index=134&type=chunk) [Item 4. Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[135](index=135&type=chunk) [Item 5. Other Information](index=25&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this period - There is no other information to report[135](index=135&type=chunk) [Item 6. Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the report, including agreements, certifications, and XBRL data - The report includes various exhibits such as organizational documents, key agreements, and certifications from the CEO and CFO[138](index=138&type=chunk) - XBRL (eXtensible Business Reporting Language) documents are also filed[138](index=138&type=chunk) [Signature](index=27&type=section&id=Signature) - The report was signed by Michael Altman, Chief Financial Officer, on behalf of ARYA Sciences Acquisition Corp IV on August 5, 2022[140](index=140&type=chunk)