Current Report Filing (8-k)
October 16 2018 - 4:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 16, 2018
ARYA
SCIENCES ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
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001-746037
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98-1436307
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(State
or other jurisdiction of incorporation or organization)
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(Commission File
Number)
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(I.R.S.
Employer
Identification Number)
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51
Astor Place, 10th Floor
New
York, NY
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10003
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 284-2300
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the
registrant under any of the following provisions:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of
the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01.
Entry into a Material Definitive Agreement.
On
October 10, 2018, ARYA Sciences Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”)
of 14,375,000 of its units (“Units”), each Unit consisting of one Class A ordinary share, $0.0001 par value per
share (“Ordinary Shares”), and one half of one redeemable warrant (“Warrants”), each whole Warrant entitling
the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share. The Units were sold at an offering
price of $10.00 per Unit, generating gross proceeds of $143,750,000.
In
connection with the consummation of the IPO, the Company entered into the following agreements previously filed as exhibits to
the Registration Statement:
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Warrant
Agreement, dated October 10, 2018, between the Company and Continental Stock Transfer & Trust Company, which sets
forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms
of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders
of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under
the agreement.
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Investment
Management Trust Agreement, dated October 10, 2018, between the Company and Continental Stock Transfer & Trust Company,
which establishes the trust account that will hold the IPO proceeds, and sets forth the responsibilities of the trustee; the
procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company
under the agreement.
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Registration
and Shareholder Rights Agreement, dated October 10, 2018, between the Company and ARYA Sciences Holdings (the “Sponsor”)
and certain independent directors of the Company, which provides for customary demand and piggy-back registration rights for
the Sponsor, and customary piggy-back registration rights for such independent directors, as well as certain transfer restrictions
applicable to the Sponsor with respect to the Company’s securities, and, upon consummation of our initial business combination
and for so long as our Sponsor and its permitted transferees collectively hold at least 50% of the number of Ordinary Shares
held by the Sponsor upon consummation of this offering, calculated on a fully-converted basis, the right of the Sponsor to
nominate one person for election to the Company’s board of directors.
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Letter
Agreements, each dated October 10, 2018, by and between the Company and each of the officers and directors of the Company,
pursuant to which each officer and director of the Company has agreed to vote any Ordinary Shares held by him or her in favor
of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial
business combination is not consummated within 24 months; to certain transfer restrictions with respect to the Company’s
securities; not to participate in the formation of, or become an officer or director of, any other blank check company until
the Company has entered into a definitive agreement regarding an initial business combination or has failed to consummate
an initial business combination within 24 months after the closing of the IPO.
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Letter Agreement,
dated October 10, 2018, by and between the Company and the Sponsor, pursuant to which the Sponsor has agreed to vote any Ordinary
Shares held by it in favor of the Company’s initial business combination; to facilitate the liquidation and winding
up of the Company if an initial business combination is not consummated within 24 months; and to certain transfer restrictions
with respect to the Company’s securities.
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Administrative Services
Agreement, dated October 10, 2018, by and between the Company and the Sponsor, pursuant to which the Sponsor has agreed to
make available office space and administrative and support services, as may be required by the Company from time to time,
for $10,000 per month until the Company’s initial business combination or liquidation.
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The
above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is
incorporated by reference herein and attached hereto as Exhibits 4.1, 10.1, 10.2, 10.3, 10.4 and 10.5 respectively.
Item 8.01.
Other Events.
Simultaneous
with the consummation of the IPO and the issuance and sale of the Units, the Company consummated a private placement with the
Sponsor of 5,953,125 warrants at a price of $1.00 per warrant, generating total proceeds of $5,953,125 (the “Private Placement”).
A total of $143,750,000 of the net proceeds from the IPO and the Private Placement were placed in a trust account established
for the benefit of the Company’s public stockholders and the underwriters of the IPO with Continental Stock Transfer &
Trust Company acting as trustee. Except for the withdrawal of interest to pay taxes, none of the funds held in the trust account
will be released until the earlier of the completion of the Company’s initial business combination or the redemption of
100% of the Class A Ordinary Shares issued by the Company in the IPO if the Company is unable to consummate an initial business
combination within 24 months from the closing of the IPO.
An
audited balance sheet as of October 10, 2018 reflecting receipt of the proceeds received by the Company in connection with the
consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
October 16, 2018
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ARYA SCIENCES
ACQUISITION CORP.
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By:
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/s/
Adam Stone
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Name:
Adam Stone
Title:
Chief Executive Officer
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3
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