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): July 22, 2020
ARYA SCIENCES ACQUISITION CORP II
(Exact name of registrant as specified in its charter)
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Cayman Islands
(State or other jurisdiction of
incorporation or organization)
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001-39311
(Commission
File Number)
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98-1533670
(IRS Employer
Identification Number)
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51 Astor Place, 10th Floor
New York, NY 10003
(Address of principal executive offices)
(212) 284-2300
Registrant’s telephone number, including area code
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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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant
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ARYBU
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The Nasdaq Capital Market
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Class A Ordinary Shares included as part of the units
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ARYB
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The Nasdaq Capital Market
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Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
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ARYBW
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The Nasdaq Capital Market
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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 8.01. Other Events.
On July 22, 2020, ARYA Sciences Acquisition Corp II (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A
ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), and redeemable warrants included in the Units commencing on July 24, 2020. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant to purchase
one Class A ordinary share. Any Units not separated will continue to trade on the The Nasdaq Capital Market (“Nasdaq”) under the symbol “ARYBU”. Any underlying Class A ordinary shares and warrants that are separated will trade on Nasdaq under the
symbols “ARYB” and “ARYBW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company,
the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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Press Release, dated July 22, 2020.
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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: July 22, 2020
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ARYA SCIENCES ACQUISITION CORP II
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By:
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/s/ Adam Stone
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Name:
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Adam Stone
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Title:
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Chief Executive Officer
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Exhibit 99.1
ARYA Sciences Acquisition Corp II Announces the Separate Trading of its Class A Ordinary Shares
and Warrants Commencing July 24, 2020
New York, New York, July 22, 2020— ARYA Sciences Acquisition Corp II (Nasdaq: ARYBU) (the “Company”) announced today that, commencing July 24, 2020,
holders of the units sold in the Company’s initial public offering of 14,950,000 units, completed on June 9, 2020, may elect to separately trade the Class A ordinary shares and warrants included in the units. Those units not separated will continue
to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ARYBU,” and the Class A ordinary shares and warrants that are separated will trade on the Nasdaq under the symbols “ARYB” and “ARYBW,” respectively. No fractional warrants will be
issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A
ordinary shares and warrants.
The units were initially offered by the Company in an underwritten offering. Jefferies LLC and Goldman Sachs & Co. LLC acted as joint book-running managers for the offering. Registration
statements relating to the units and the underlying securities became effective on June 4, 2020.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus. Copies of the prospectus
may be obtained from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, New York 10002, by telephone: 1-877-821-7388, or by email: Prospectus_Department@Jefferies.com; or Goldman Sachs & Co. LLC,
Attn: Prospectus Department, 200 West Street, New York, New York 10282, by telephone: 1-212-902-1171, or by email: Prospectus-Ny@ny.email.gs.com.
About ARYA Sciences Acquisition Corp II
ARYA Sciences Acquisition Corp II is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses or entities. While the Company may pursue an initial business combination target in any industry, it intends to focus on the healthcare industry in the United States
and other developed countries. The Company intends to focus on target businesses with valuations of $300 to $500 million or more and that have the potential to be $1 billion or more market capitalization companies. The Company is led by Chairman
Joseph Edelman, Chief Executive Officer Adam Stone, Chief Financial Officer Michael Altman and Chief Business Officer Konstantin Poukalov.
Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar
expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the
Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). All
subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of the Company’s prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as required by law.
Contact:
Michael Altman
Chief Financial Officer of ARYA Sciences Acquisition Corp II
1-646-205-5300
arya2@perceptivelife.com