ARYA Sciences Acquisition Corp II
ARYB · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC, listed on Nasdaq in June 2020.
- What it's doing now
- It agreed to buy Cerevel Therapeutics Holdings, Inc., a clinical-stage neuroscience biopharmaceuticals company. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Cerevel Therapeutics Holdings, Inc. — Therapeutics Cerevel Therapeutics is dedicated to unraveling the mysteries of the brain to treat neuroscience diseases.
- Industry
- Health Care — clinical-stage neuroscience biopharmaceuticals
- Deal value
- not stated in the filings we hold
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 8 June 2020
- size not on file
- Headquarters
- 222 JACOBS STREET, CAMBRIDGE, MA, 02141
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Koppel Adam (Director) · Gordon Christopher R (Director) · Sanchez Ramiro (Chief Medical Officer)
- Listed securities
- ARYB common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
1 dated milestoneEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 8 June 2020IPOpassed
IPO size not on file
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- closedHealth CareDeal structureSEC-primary — BCA 8-K / S-4 / DEFM14A
- PIPE
- ≈ $320M · unsourced
- Break fee
- $283M
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
The score
deterministic, from filed fieldsARYB is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 295 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
ARYA Sciences Acquisition Corp II was a blank-check company whose common stock traded on the Nasdaq Stock Market under the ticker ARYB. The company priced its initial public offering on June 8, 2020, pursuant to a registration statement filed on Form S-1 (accession 0001140361-20-011893) under SEC file number 333-238488, with the pricing prospectus filed as 424B4 (accession 0001140361-20-013322). The registrant self-described as a blank-check company in that prospectus and was classified under SEC SIC industry code 2834 (Pharmaceutical Preparations). The common ticker ARYB appeared on the cover page of a Form 10-Q filed on August 14, 2020 (accession 0001140361-20-018489). The vehicle is closed, having completed a business combination evidenced by a Form 25 filed on August 1, 2024 (accession 0001354457-24-000549) under 17 CFR 240.12d2-2(a)(3), and EDGAR now files the CIK under the name Cerevel Therapeutics Holdings, Inc.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The stock at $42.23 against a $25.07 pre-announcement thirty-day average shows the market pricing the AbbVie deal at roughly a 68% uplift — an exceptional de-SPAC outcome and the opposite of the pattern in most 2021-vintage vehicles. For ARYB-legacy holders this is a cash exit from a large-cap pharmaceutical acquirer, so financing risk is minimal and the main remaining question is antitrust timing rather than whether the buyer can pay.
The filing frames $45.00 as approximately a 73% premium to the $26.00 closing price on December 1, 2023, described as the last full trading day before the share price and volume rose, and about 80% over the $25.07 thirty-calendar-day volume weighted average price to the same date. Adoption requires the affirmative vote of a majority of all outstanding shares, so an abstention has the effect of a vote against. Appraisal rights are preserved only for holders who do not vote in favour. The meeting date, the record date and the mailing date are all left blank.
The fee table breaks the registered stock down, and the breakdown is the dilution picture: up to 78,000,000 shares go to Cerevel's equityholders, against 14,950,000 Class A ordinary shares underlying ARYA's IPO units, 499,000 underlying units issued in the concurrent private placement, and 3,737,500 Class B ordinary shares held by the initial shareholders. The 5,149,666 registered warrants are 4,983,333 public and 166,333 private placement warrants, which convert in the Domestication into warrants over New Cerevel stock at an exercise price of $11.50.
Of the registered shares, only 14,950,000 are the Class A shares underlying ARYA's initial public offering units; 499,000 are private placement shares, 3,737,500 are founder Class B shares, and up to 78,000,000 are new shares for Cerevel's equityholders — so the public float is a small part of the post-closing share count before any redemption. The registered warrants are 4,983,333 public and 166,333 private placement warrants, exercisable at $11.50, converting into New Cerevel warrants at the Domestication. The registration fee had already been paid.
The composition of the 97,186,500 shares is the dilution picture: 14,950,000 Class A ordinary shares underlying IPO units, 499,000 from the concurrent private placement, 3,737,500 Class B shares held by ARYA's initial shareholders, and up to 78,000,000 issued to Cerevel's equityholders — so the target's holders take the overwhelming majority. Fee pricing used $11.20 per share, the August 3, 2020 Nasdaq high-low average, and $1.30 per public warrant; the 4,983,333 public and 166,333 private placement warrants exercise at $11.50.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
Show the other 10 filings
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
No sponsor entity is named in the filings parsed for this SPAC so far.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1280 tracked SPACs (24%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
from 424B3 0000950170-21-003890
Trading & liquidity
Company profile
Directors & officers
- Koppel AdamDirector
- Gordon Christopher RDirector
- Sanchez RamiroChief Medical Officer
- Giordano Douglas E.Director
- Renaud Ronald C JRDirector
- Mckernan RuthDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
6 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- PFIZER INCwith 2 other reporting persons on the same schedule21.5% · SC 13D/AAug 5, 2024 stale
- PERCEPTIVE ADVISORS LLCwith 2 other reporting persons on the same schedule6.2% · SC 13D/AOct 17, 2023 stale
- PRICE T ROWE ASSOCIATES INC /MD/with 2 other reporting persons on the same schedule2.8% · SC 13G/ADec 10, 2020 stale
- FEDERATED HERMES, INC.with 4 other reporting persons on the same schedule1.8% · SC 13G/AJun 10, 2021 stale
- FMR LLCwith 1 other reporting person on the same schedule0.3% · SC 13G/AMay 10, 2024 stale
- BC Perception Holdings, LP0.0% · SC 13D/AAug 5, 2024 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
News
company wires and the financial pressReporting we have matched to this ticker. Headlines belong to the outlets that wrote them.
Show the headlines
- Cerevel Therapeutics is Being Investigated After Announcing a $45 Per Share Merger Offer from AbbVie
Newsfileundated by the source
- AbbVie to Acquire Cerevel Therapeutics in Transformative Transaction to Strengthen Neuroscience Pipeline
PR Newswireundated by the source
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
34 full SEC filing texts archived — searchable, never lost.
- Vault note — ARYB (ARYA Sciences Acquisition Corp II)
vault-note · /vault/tickers/ARYB
- Vault deal note — Cerevel Therapeutics Holdings, Inc. (ARYB)
vault-note · /vault/deals/cerevel-therapeutics-holdings-inc
- Cerevel Therapeutics Hldng (CERE) Stock News | StockTitan
news · stocktitan.net
- AbbVie to Acquire Cerevel Therapeutics in Transformative Transaction to Strengthen Neuroscience Pipeline
news · prnewswire.com
- Cerevel Therapeutics - Wikipedia
news · en.wikipedia.org
- Cerevel is now part of AbbVie | AbbVie
company-site · abbvie.com
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
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.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
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.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
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.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail4 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from EDGAR's QUARTERLY FORM INDEX, walked without any SIC filter. The SIC 6770 census could not reach this registrant: EDGAR reassigns a shell's SIC the day it stops being one, and this CIK now files under 2834 (Pharmaceutical Preparations). The screen found it by filing SHAPE instead — S-1 2020-05-19 → 8-A12B 2020-06-04 → 424B4 2020-06-08 — which nothing rewrites. Admission rule: src/lib/universe-admit.ts. SIC 2834 + self-described blank check in 424B4 0001140361-20-013322; 424B 0001140361-20-013322 priced 2020-06-08 under S-1 0001140361-20-011893 (file 333-238488, an offering for cash); common ticker ARYB off 10-Q 0001140361-20-018489 (2020-08-14); lifecycle EXITED. The pricing prospectus was filed under SEC file number 333-238488, which belongs to S-1 0001140361-20-011893 (2020-05-19) — a registration of shares sold for CASH, which is what makes it an IPO rather than merger consideration. Blank-check status from the registrant's own first-person sentence in that prospectus (EDGAR full-text search, 424B4 2020-06-08). Ending PROVEN, not inferred: CLOSED per Form 25 0001354457-24-000549 (2024-08-01) — Form 25 filed under 17 CFR 240.12d2-2(a)(3) — the rule for securities that "have come to evidence other securities in substitution therefor", i.e. the shares became the successor's (class: Common Stock). EDGAR now files this CIK as "Cerevel Therapeutics Holdings, Inc." — the SPAC's own name is kept here and the successor is the target. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
[CLOSED-RENAME] EDGAR CIK 0001805387 records "ARYA Sciences Acquisition Corp II" ending 2020-10-26; the registrant continues as "Cerevel Therapeutics Holdings, Inc.". The rename is the SEC's own record of what the vehicle became, keyed by CIK. Closed 2020-10-26. No deal value is set — a rename says what was acquired, never for how much. No date column is set: Deal has announcedAt, voteDate and expectedCloseAt and nowhere to record an actual close, so the SEC's date is kept here until that column exists. [DEAL-STRUCTURE-MINED] pipeSizeM=320, terminationFeeM=283.08666 from primary filings (0001193125-20-212601, 0001193125-24-009698).
pipeBasis set to UNSOURCED: the size came from the research seed / an earlier record and no filing we hold states it — surfaces now label it "unsourced"; an LLM re-read to FILED replaces this when credits allow
OTHER -> BIOTECH, on DEFM14A 0001193125-24-009698: "Cerevel is a clinical-stage pre-revenue biopharmaceutical company which was formed on July 23, 2018 and began operations following a contribution of pre-commerc"