ARYA Sciences Acquisition Corp V will redeem its Class A Ordinary Shares and will not consummate an initial business combination
04 7월 2023 - 5:50AM
ARYA Sciences Acquisition Corp V (the “Company”) (Nasdaq: ARYE), a
special purpose acquisition company, today announced that as of the
close of business on July 14, 2023, the Company’s publicly
held Class A ordinary shares, par value $0.0001 (the “Public
Shares”), will be deemed cancelled and will represent only the
right to receive their pro-rata share in the Company’s trust
account (“Trust Account”), because the Company will not consummate
an initial business combination within the time period required by
its Amended and Restated Memorandum and Articles of Association
(the “Articles”).
As stated in the Company’s Articles and in the Company’s
registration statement on Form S-1 (Registration
No. 333-257335), initially filed with the United States
Securities and Exchange Commission (the “Commission”) on
June 24, 2021, relating to the Company’s initial public
offering, if the Company is unable to complete an initial business
combination within 24 months of the initial public offering, the
Company will: (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously
released to the Company to pay its regulatory compliance costs
and/or income taxes, if any (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of the
then-outstanding Public Shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any);
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining
Members and the directors, liquidate and dissolve, subject in the
case of sub-articles (ii) and (iii), to its obligations under
Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law. The
Company will not hold a general meeting in view of amending its
Articles and seeking an extension of the time period it has to
consummate a business combination.
The per-share redemption price for the Public Shares will be
approximately $10.37 (the “Redemption Amount”). The balance of the
Trust Account as of June 30, 2023 was approximately $155,097,133,
which includes approximately $5,597,133 in interest and dividend
income (excess of cash over approximately $149,500,000, the funds
deposited into the Trust Account). In accordance with the terms of
the related trust agreement, the Company expects to retain $100,000
of the interest and dividend income from the Trust Account to pay
dissolution expenses.
As of the close of business on July 14, 2023, the Public Shares
will be deemed cancelled and will represent only the right to
receive the Redemption Amount on or around July 24, 2023. The
Company anticipates that the Public Shares will cease trading on
The Nasdaq Capital Market (“Nasdaq”) as of the close of business on
July 14, 2023.
The Redemption Amount will be payable to the holders of the
Public Shares upon delivery of their shares to the Company’s
transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of Public Shares held in “street name,”
however, will not need to take any action in order to receive the
Redemption Amount.
The Company’s sponsor has agreed to waive its redemption rights
with respect to its outstanding Class B ordinary shares issued
prior to the Company’s initial public offering. There will be no
redemption rights or liquidating distributions with respect to the
Company’s private placement shares, which will be cancelled for no
consideration. After July 15, 2023, the Company shall cease all
operations except for those required to wind up the Company’s
business.
The Company expects that Nasdaq will file a Form 25 with the
Commission in order to delist the Company’s securities. The Company
thereafter expects to file a Form 15 with the Commission to
terminate the registration of the Company’s securities under the
Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these
forward-looking statements can be identified by the use of words
such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar
expressions. Such statements may include, but are not limited to,
statements regarding the Company’s intention to redeem all of its
outstanding Public Shares, the Company’s cash position or cash held
in the Trust Account, the Redemption Amount or the timing when the
Company’s Public Shares will cease trading on Nasdaq. These
statements are based on current expectations on the date of this
press release and involve a number of risks and uncertainties that
may cause actual results to differ significantly. The Company does
not assume any obligation to update or revise any such
forward-looking statements, whether as the result of new
developments or otherwise. Readers are cautioned not to put undue
reliance on forward-looking statements.
For further information please contact:
Media
Michael Altman Chief Financial Officer of ARYA Sciences Holdings
Corp V (212) 284-2300Arya5@perceptivelife.com
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