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].
ARYA Sciences Acquisition IV(ARYD) - 2023 Q4 - Annual Report