Item 1.01. Entry into a Material Definitive Agreement.
On October 4, 2018, the Registration Statement on
Form S-1 (File No. 333-227283) (the "Registration Statement") relating to the
initial public offering (the "IPO") of ARYA Sciences Acquisition Corp. (the
"Company") was declared effective by the Securities and Exchange Commission. On
October 10, 2018, the Company consummated the IPO of 14,375,000 units (the
"Units"), which includes Units issued pursuant to the exercise in full of the
underwriters' option to purchase additional Units to cover overallotments. Each
Unit consists of one Class A ordinary share, $0.0001 par value per share (the
"Class A Ordinary Shares"), and one-half of one redeemable warrant (the "Public
Warrants"), each whole Public Warrant entitling the holder thereof to purchase
one Class A Ordinary Share at an exercise price of $11.50 per share. The Units
were sold at an offering price of $10.00 per Unit, generating gross proceeds of
$143,750,000. Further, in connection with the IPO, the Company entered into the
? an Underwriting Agreement, dated October 4, 2018, between the Company and
Jefferies LLC, as representative of the several underwriters, which
contains customary representations and warranties and indemnification of
the underwriters by the Company and is attached as Exhibit 1.1 hereto; and
? a Private Placement Warrants Purchase Agreement, dated October 4, 2018,
between the Company and ARYA Sciences Holdings, which is attached as
Exhibit 10.1 hereto.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneous with the consummation of the IPO and the issuance and sale of the
Units, the Company consummated the private placement of 5,953,125 warrants (the
"Private Placement Warrants") at a price of $1.00 per Private Placement Warrant,
generating total proceeds of $5,953,125 (the "Private Placement"). The Private
Placement Warrants, which were purchased by ARYA Sciences Holdings, are
substantially similar to the Public Warrants, except that if held by the
original holder or its permitted transferees, they (i) may be exercised for cash
or on a cashless basis, (ii) are not subject to being called for redemption and
(iii) subject to certain limited exceptions, will be subject to transfer
restrictions until 30 days following the consummation of the Company's initial
business combination. If the Private Placement Warrants are held by holders
other than its initial holder or its permitted transferees, the Private
Placement Warrants will be redeemable by the Company and exercisable by holders
on the same basis as the Public Warrants.
Item 5.03. Amendments to Memorandum and Articles of Association.
On October 4, 2018, the Company adopted its Amended and Restated Memorandum and
Articles of Association. The Amended and Restated Memorandum and Articles of
Association is attached as Exhibit 3.1 hereto and is incorporated by reference
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement between the Company and Jefferies LLC, as
representative of the several underwriters
3.1 Amended and Restated Memorandum and Articles of Association
10.1 Private Placement Warrants Purchase Agreement between the Company and
ARYA Sciences Holdings
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