ARYA SEC filings, in plain English
Everything ARYA SCIENCES ACQUISITION CORP. has filed with the SEC that we hold — 40 filings, newest first, 12 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Items 5.07/8.01: at its annual general meeting on June 29, 2020 ARYA's shareholders approved the March 17, 2020 Business Combination Agreement with Immatics, TopCo and the two merger subs, together with the Business Combination, the First and Second Mergers and the Plans of Merger, by 12,268,746 votes for, none against and none abstaining. Holders of 12,268,746 shares — 8,674,996 Class A and 3,593,750 Class B — attended, 68.28% of voting power. The report states that no ordinary shares were tendered for redemption, and that TopCo's Form F-4 was declared effective on June 10, 2020. Why it matters: A clean sweep on both counts a SPAC holder watches: unanimous approval among the shares voted, and zero redemptions. Zero is the striking figure — it means the trust travels into the combined company intact, so the $150,000,000 aggregate-proceeds condition and the $104,150,000 PIPE both clear on cash rather than on waivers. With the F-4 effective on June 10, 2020 and the vote carried, the report leaves the remaining conditions as mechanical.
What changed: Item 8.01: ARYA reported that on June 17, 2020 it received a letter from a purported shareholder alleging material omissions in the definitive proxy statement filed June 10, 2020 for the Immatics business combination, and voluntarily supplemented that proxy to moot the claims. The supplements name who performed the comparable company analysis (ARYA's CEO Adam Stone, CFO Michael Altman and certain Perceptive Advisors employees) and expand the background section. ARYA states it denies the allegations and admits no legal necessity or materiality. Why it matters: The disclosure that actually adds information is the deal history: ARYA signed non-disclosure agreements with more than ten potential targets and submitted indications of interest or letters of intent to three others with equity values of $300 to $550 million, abandoning each because the target went elsewhere, ARYA would not meet its valuation, or diligence failed. That is a rare, dated look at the alternatives to the Immatics deal a holder is being asked to approve. The report changes no deal term and sets no date.
What changed: ARYA Sciences Acquisition Corp. issued definitive merger materials for an annual general meeting on June 29, 2020 at 9:00 a.m. New York City time in New York, on the Business Combination Agreement dated March 17, 2020 with Immatics Biotechnologies GmbH, Immatics B.V. as TopCo and two Cayman merger subs. Participating Immatics shareholders exchange their equity for TopCo shares, TopCo converts from a Dutch private to a public limited company, ARYA Merger Sub merges into ARYA, and each ARYA Class A and Class B share becomes one TopCo share. Why it matters: The sponsor gives up its whole warrant position: the 5,953,125 Private Placement Warrants held by ARYA Sciences Holdings are forfeited for no consideration and cancelled under the Sponsor Letter Agreement, while public warrants convert one-for-one into TopCo warrants. The Business Combination Proposal is a special resolution rather than an ordinary one, so it carries a higher threshold, and holders are being moved into a Dutch entity whose legal form changes in the same sequence of steps. ARYA ordinary shares convert one-for-one, so the exchange itself is not dilutive.
What changed: Q1 2020 10-Q with going concern newly raised: management cites the working capital deficit of about $3.6 million and mandatory liquidation, with no adjustments made should the company liquidate after October 10, 2020. General and administrative costs were $4,127,299 for the quarter against $153,570 a year earlier - accrued expenses jumped to $4,164,847 from $275,000 - turning $857,447 of trust income into a $3,269,852 net loss. Trust investments were $148,698,960 at March 31, 2020 versus $147,841,513 at December 31, 2019. A signed Business Combination Agreement is disclosed. Why it matters: The expense spike is transaction cost accrued against a signed deal, not operating drift, and it is what produced the going-concern language: operating cash is only $701,650. Shares subject to redemption FELL to 13,545,245 from 13,872,230 as 326,985 shares were reclassified into permanent equity to hold the $5,000,001 net-tangible-asset floor, so the $135,452,450 carrying amount is a plug at a flat $10.00 while the trust itself is about $10.34 a share at March 31, 2020. Neither figure is a redemption price and none was written to any field.
What changed vs 2019-11-13trust $147.1M → $148.7M +1%shares 13.8M → 13.5M -2%trust account, redeemable shares, going-concern doubt2 moved · 1 with no prior record of ours
- Trust account
- $147.1M$148.7M
- Redeemable shares
- 13.8M13.5M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $1,598,051 was added to the trust between the two filings.
The clause …“82,969 60,584 Total current assets 784,619 934,910 Marketable securities held in Trust Account 148,698,960 147,841,513 Total Assets $ 149,483,579 $ 148,776,423 Liabilities and Shareholders Equity: Current liabilities: Accounts”…
SpacBrain reads this as 288,436 shares are no longer redeemable.
The clause …“9,031,128 5,054,120 Commitments Class A ordinary shares, $0.0001 par value; 13,545,245 and 13,872,230 shares subject to possible redemption at redemption value at March 31, 2020 and December 31, 2019, respectively 135,452,450”…
The clause “014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, management has determined that the working capital deficit, the mandatory liquidation and subsequent dissolution if the Company is unable to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 7.01: ARYA disclosed that on April 15, 2020 Immatics B.V. (TopCo) filed with the SEC a registration statement on Form F-4 containing a preliminary proxy statement/prospectus for ARYA's anticipated annual general meeting, at which the proposed business combination with Immatics Biotechnologies GmbH will be considered and voted on. The report states the registration statement has not yet become effective and that the information in it is subject to change. No record date and no meeting date are given. Why it matters: This is the F-4 actually existing, as against the 'intends to file' language ARYA's earlier reports carried — it was filed on April 15, 2020 and is public, but not effective, and its effectiveness is one of the closing conditions written into the March 17, 2020 Business Combination Agreement. The deal moves a step towards a vote without one being scheduled: the report sets no record date and no meeting date.
What changed: Items 7.01 and 8.01: ARYA furnished, as Exhibit 99.1, a transcript of the joint conference call it held with Immatics Biotechnologies GmbH on March 17, 2020 to discuss the proposed business combination, and Item 8.01 incorporates that Item 7.01 material by reference. The report notes the Business Combination Agreement was filed as Exhibit 2.1 to ARYA's Form 8-K of March 17, 2020. No consideration, closing condition, meeting date or trust figure is stated in the report itself. Why it matters: Nothing here changes the deal — it is the investor-call transcript accompanying the previous day's announcement. The substance sits in the furnished exhibit, which was not read for this summary, so the March 17 8-K (accession 0001193125-20-075542) remains the source for terms. Note also that the report says TopCo *intends* to file a Form F-4: that is a statement of intent, not evidence a registration statement exists as at this date.
What changed: Item 1.01: on March 17, 2020 ARYA signed a Business Combination Agreement with Immatics Biotechnologies GmbH and Dutch holding company Immatics B.V. (TopCo). Immatics holders receive TopCo shares equal to $350,000,000 divided by $10.00; each ARYA share becomes one TopCo share. Conditions include an effective TopCo registration statement, aggregate TopCo transaction proceeds of at least $150,000,000, private placement proceeds of at least $100,000,000, and 92% Immatics shareholder participation. Either party may terminate if closing has not occurred by October 10, 2020. Why it matters: This is the deal announcement and it prices the equity: $350 million to Immatics holders at a $10.00 reference. Concurrent subscription agreements commit $104,150,000 for 10,415,000 TopCo shares, which alone satisfies the $100 million private placement condition, but the separate $150 million aggregate-proceeds condition means redemptions are not costless — enough trust cash leaving would fail a written closing condition. Under the Sponsor Letter Agreement the sponsor forfeits its private placement warrants and waives the Class B conversion-ratio adjustment.
What changed: ARYA Sciences Acquisition Corp's annual report on Form 10-K for the fiscal year ended December 31, 2019. Readable in the captured text are the cover page and the defined-terms section: as of March 6, 2020 there were 14,375,000 Class A and 3,593,750 Class B ordinary shares outstanding; the aggregate market value of Class A shares held by non-affiliates was $143,893,750 as of June 30, 2019, based on a closing price of $10.01; and the IPO closed on October 10, 2018 at 14,375,000 units of $10.00 including full over-allotment exercise, each unit one Class A share and half a warrant. Why it matters: 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.(flagged for human review)
What changed vs 2019-03-25trust $144.5M → $147.8M +2%going concern APPEAREDshares 13.6M → 13.9M +2%trust account, going-concern doubt, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $144.5M$147.8M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 13.6M13.9M
- Combination deadline
- not previously extracted2020-10-10
SpacBrain reads this as $3,341,513 was added to the trust between the two filings.
The clause …“60,584 133,966 Total current assets 934,910 1,332,272 Marketable securities held in Trust Account 147,841,513 144,488,284 Total Assets 148,776,423 145,820,556 Liabilities and Shareholders Equity: Current liabilities: Accounts payable”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern. We believe conditions exist that raise substantial doubt about our ability to continue as”…
SpacBrain reads this as 257,862 more shares carry a redemption right.
The clause …“of uncertain future events. Accordingly, at December 31, 2019 and 2018, 13,872,230 and 13,614,368 Class A ordinary shares subject to possible redemption at the redemption amount are presented as temporary equity, outside of the”…
The clause …“There can be no assurance that we will be able to consummate an initial business combination by October 10, 2020. The provisions of our amended and restated memorandum and articles of association that relate to our pre-business”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: ARYA Sciences Acquisition Corp. reported under Item 3.01 that on January 2, 2020 it received a notification letter from Nasdaq's Listing Qualifications staff stating that it no longer complies with Listing Rule 5620(a) because it did not hold an annual meeting of shareholders within twelve months of the end of its fiscal year ended December 31, 2018. The company has 45 calendar days from January 2, 2020 to submit a compliance plan, and if Nasdaq accepts it Nasdaq may grant up to 180 calendar days from fiscal year end, until June 29, 2020. Why it matters: 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.
What changed: ARYA Sciences Acquisition Corp. filed its Form 10-Q for the quarter ended September 30, 2019. Marketable securities held in trust were $147,100,909, up from $144,488,284 at December 31, 2018; cash was $963,318, down from $1,198,306. Liabilities were $4,808,673, being $1,751 of accounts payable, $135,047 of accrued expenses and $4,671,875 of deferred underwriting commissions. Why it matters: 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.
What changed vs 2019-08-12trust $146.3M → $147.1M +1%going concern APPEAREDshares 13.8M → 13.8M +0%trust account, going-concern doubt, redeemable shares3 moved
- Trust account
- $146.3M$147.1M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 13.8M13.8M
SpacBrain reads this as $794,923 was added to the trust between the two filings.
The clause …“81,258 133,966 Total current assets 1,044,576 1,332,272 Marketable securities held in Trust Account 147,100,909 144,488,284 Total Assets $ 148,145,485 $ 145,820,556 Liabilities and Shareholders Equity: Current liabilities: Accounts”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“may be required (see Note 4). In connection with the Companys assessment of going concern considerations in accordance with FASB Accounting Standards Update (ASU) 2014-15, Disclosures of Uncertainties about an Entitys Ability to”…
SpacBrain reads this as 61,721 more shares carry a redemption right.
The clause “676,875 Commitments & Contingencies Class A ordinary shares, $0.0001 par value; 13,833,681 and 13,614,368 shares subject to possible redemption at redemption value at September 30, 2019 and December 31, 2018, respectively 138,336,810”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: ARYA Sciences Acquisition Corp. reported the quarter ended June 30, 2019. Trust held $146,305,986, up from $144,488,284 at year end; 13,771,960 Class A ordinary shares are carried subject to redemption at $137,719,600. Deferred underwriting commissions are unchanged at $4,671,875 and total current liabilities were $44,393. Cash outside trust was $1,015,506. Why it matters: 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.
What changed vs 2019-05-13trust $145.4M → $146.3M +1%shares 13.7M → 13.8M +1%trust account, redeemable shares2 moved
- Trust account
- $145.4M$146.3M
- Redeemable shares
- 13.7M13.8M
SpacBrain reads this as $945,367 was added to the trust between the two filings.
The clause …“expenses 114,384 133,966 Total current assets 1,129,890 1,332,272 Investments held in Trust Account 146,305,986 144,488,284 Total assets $ 147,435,876 $ 145,820,556 Liabilities and Shareholders Equity: Current liabilities: Accounts”…
SpacBrain reads this as 85,716 more shares carry a redemption right.
The clause …“4,716,268 4,676,875 Commitments Class A ordinary shares, $0.0001 par value; 13,771,960 and 13,614,368 shares subject to possible redemption at redemption value at June 30, 2019 and December 31, 2018, respectively 137,719,600”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: ARYA Sciences Acquisition Corp. reported the quarter ended March 31, 2019. Trust held $145,360,619, up from $144,488,284, on $872,335 of investment income; 13,686,244 Class A shares are carried subject to redemption at $136,862,440. Deferred underwriting commissions are unchanged at $4,671,875 and total current liabilities were $53,011. General and administrative costs of $153,570 gave net income of $718,765, and cash outside trust was $1,075,870. Why it matters: 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.
trust account, redeemable shares, mandate languagenothing moved · 3 with no prior record of ours
- Trust account
- not previously extracted$145.4M
- Redeemable shares
- not previously extracted13.7M
- Mandate language
- we intend to focus on industries that complement our managem…not matched in this filing
The clause …“150,843 133,966 Total current assets 1,226,713 1,332,272 Cash and investments held in Trust Account 145,360,619 144,488,284 Total assets $ 146,587,332 $ 145,820,556 Liabilities and Shareholders' Equity: Current liabilities: Accounts”…
The clause …“4,724,886 4,676,875 Commitments Class A ordinary shares, $0.0001 par value; 13,686,244 and 13,614,368 shares subject to possible redemption at redemption value at March 31, 2019 and December 31, 2018, respectively 136,862,440”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.