Financial Performance - For the three months ended March 31, 2023, the company reported a net income of approximately $160,000, compared to a net loss of approximately $211,000 for the same period in 2022[118]. - General and administrative expenses for the three months ended March 31, 2023, were approximately $970,000, partially offset by approximately $1.1 million in unrealized gains on dividends and interest held in the Trust Account[118]. - As of March 31, 2023, the company had a working capital deficit of approximately $7.5 million and only $60,000 in its operating bank account[120]. - The company has outstanding borrowings of $720,000 and $120,000 under the First and Second Convertible Promissory Notes, respectively, as of March 31, 2023[121]. Initial Public Offering (IPO) - The company raised gross proceeds of $149.5 million from its Initial Public Offering (IPO) by selling 14,950,000 Class A ordinary shares at an offering price of $10.00 per share[105]. - The company incurred offering costs of approximately $8.8 million, which included about $5.2 million in deferred underwriting commissions[105]. - The underwriters were paid an underwriting discount of approximately $3.0 million upon the closing of the Initial Public Offering, with an additional deferred fee of approximately $5.2 million payable upon completion of a Business Combination[128]. - The company placed $149.5 million of net proceeds from the IPO in a Trust Account, which is invested in U.S. government securities[107]. Business Combination and Corporate Actions - The company plans to utilize cash from the IPO and Private Placement for its initial Business Combination[109]. - The company intends to complete its initial Business Combination before the mandatory liquidation date, but there is no assurance that this will occur[122]. - Following the adoption of the Extension Amendment Proposal, 11,259,169 Public Shares were redeemed, leaving 4,189,831 Class A ordinary shares outstanding[115]. - The company has the option to extend the Termination Date for consummating a Business Combination up to March 2, 2024, with monthly extensions possible[114]. Internal Controls and Compliance - As of March 31, 2023, the Company identified a material weakness in internal control over financial reporting related to the preparation of its Annual Report on Form 10-K for the year ended December 31, 2022[142]. - The material weakness was due to ineffective design and maintenance of controls around the accounting for extinguishment of a significant contingent obligation[142]. - Management concluded that the extinguishment of the contingent liability should have been recognized as a credit to shareholders' deficit rather than a non-operating gain[142]. - The Company performed additional analysis to ensure financial statements were prepared in accordance with GAAP despite the identified material weakness[143]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected internal controls[145]. - The Company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud[144]. Shareholder Information - The company’s Class B ordinary shares held by initial shareholders represent 47.1% of the issued and outstanding ordinary shares after the Extension Amendment Proposal[115]. - The company has 3,690,831 Class A ordinary shares subject to possible redemption, presented at redemption value as temporary equity[133]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[137]. Risk Factors - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on April 6, 2023[147]. - The company is taking steps to mitigate the risk of being deemed an investment company under the Investment Company Act by liquidating investments in the Trust Account[113]. - The company has no operating history and no revenues, making it challenging to evaluate its ability to achieve business objectives[103].
ARYA Sciences Acquisition IV(ARYD) - 2023 Q1 - Quarterly Report