ARYA SCIENCES ACQUISITION CORP.

Cover-page and definitions extract only. The business, risk-factor, MD&A and financial-statement sections were not read, so nothing here should be taken as the report's statement of trust balance, deadline, going-concern status or results. The definitions do identify the sponsor group: the founders are Joseph Edelman, Adam Stone and Michael Altman, senior executives of Perceptive Advisors, and the Class B founder shares convert automatically into Class A at the initial business combination. Flagged for review so the substantive sections can be summarised properly.

The third Nasdaq annual-meeting deficiency notice in this cohort dated January 2 or 3, 2020, all arising from the same rule and all carrying the same June 29, 2020 outside date — a calendar effect of SPACs that IPO'd in 2018 and had not yet held a first annual meeting. The company states its own remedy and that the notice does not affect trading; whether it affects a combination is the company's expectation, not a Nasdaq determination.

Redemption value is carried at exactly $10.00 per share in both periods while the trust grew by $2,612,625, so the earnings sit in retained earnings rather than the carrying value; the redeemable share count rose by 219,313 through the reclassification that holds equity at just over $5,000,000. With $963,318 of cash and no sponsor debt, the company was funding itself at the period end. The $4,671,875 deferred underwriting commission is payable only on a closing.

A year after its IPO the balance sheet still carries under $45,000 of liabilities and over $1 million of cash — this SPAC has spent almost nothing on its search.

Trust income of $872,335 against $153,570 of costs — the trust is out-earning the search by more than five to one, and the balance sheet still carries almost no liabilities.

A $143.75 million trust with essentially no current liabilities and $1.2 million of cash outside it, plus $4,671,875 of deferred underwriting payable only at closing — one of the cleaner balance sheets in this cohort.

A pre-IPO quarter; the full over-allotment exercise fixed the sponsor's promote at 3,593,750 Class B shares against 14,375,000 public Class A shares — a 25% founder ratio.

Sets the full warrant overhang for this SPAC — up to 7,187,500 public plus up to 5,953,125 private plus up to 1,500,000 loan warrants, all struck at $11.50 — and the working-capital-loan mechanism that can add warrants without a new financing.

These are the governing documents any redemption or extension vote will run under, adopted before pricing. The extracted text covers the memorandum and the articles' table of contents; the substantive conversion and redemption articles are named but not reproduced here.

Two terms are off the default. Deferred underwriting is $0.325 per unit, not the $0.35 this cohort normally carries, so slightly more of the trust is genuinely the holders'. And the call test is on the CLOSING price of the ordinary shares at $18.00 for 20 of 30 trading days ending three trading days before notice, not the last sale price - a different measurement of the same number. Separately, the terms of the public warrants themselves can be amended adversely to a holder with the approval of only 50% of the public warrants outstanding.