Adagio Medical DEF 14ADefinitive proxy

You are cordially invited to attend an extraordinary general meeting of ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), which will be held on February 27, 2024, at 11:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Shareholder Meeting”).

The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association, as amended (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting ARYA’s Secretary at ARYA4@perceptivelife.com by 11:00 a.m., Eastern Time, on February 23, 2024. You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/arya4/2024.

The accompanying notice of the Shareholder Meeting and proxy statement describe the business ARYA will conduct at the Shareholder Meeting and provide information about ARYA that you should consider when you vote your shares. As more fully described in the accompanying proxy statement, which is dated February 1, 2024, and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:

Each of the Extension Amendment Proposal, the Class B Share Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote. The adoption of the Extension Amendment Proposal is not conditioned on the approval of the Class B Share Proposal but is conditioned on (i) the adoption of the Redemption Limitation Amendment Proposal, or (ii) ARYA having at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal or the Class B Share Proposal, after taking into account any redemptions of Class A Ordinary Shares by ARYA public shareholders in exchange for their pro rata portion of the funds held in the Trust Account (the “Redemptions”). The adoption of the Class B Share Proposal is conditioned on the adoption of the Extension Amendment Proposal, and (i) the adoption of the Redemption Limitation Amendment Proposal or (ii) ARYA having at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions. The adoption of the Redemption Limitation Amendment Proposal is conditioned on the adoption of the Extension Amendment Proposal but is not conditioned on the adoption of the Class B Share Proposal.

If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within five (5) business days of the date of the Shareholder Meeting, the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) shall make a deposit into the Trust Account of $111,000, in exchange for a non-interest bearing, unsecured convertible promissory note issued by ARYA to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that ARYA has not consummated a Business Combination (as defined below) by April 2, 2024, without approval of ARYA’s public shareholders, ARYA may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination), provided that the Lender will deposit $111,000 into the Trust Account within five (5) business days of the applicable Termination Date for each such monthly extension, for an aggregate deposit of up to $1,332,000 (including the initial $111,000 deposit in connection with the initial extension to April 2, 2024 and assuming all eleven additional monthly extensions thereafter are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by ARYA to the Lender. If ARYA completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert up to the principal amount loaned under such promissory note into Class A Ordinary Shares which will be identical to the Private Placement Shares issued to the Sponsor in connection with ARYA’s initial public offering. If ARYA does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If before the Shareholder Meeting the Sponsor or its designees advises us that it does not intend to make a deposit into the Trust Account in exchange for a convertible promissory note, as described above, then ARYA will ask its shareholders to vote only upon the Adjournment Proposal and not on the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal and, unless ARYA can complete a Business Combination by the Termination Date, ARYA will liquidate and dissolve in accordance with the Memorandum and Articles of Association.

The purpose of the Extension Amendment Proposal is to allow ARYA additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.

As contemplated by the Memorandum and Articles of Association, the holders of ARYA’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares” and the Class A Ordinary Shares sold in ARYA’s initial public offering, the “Public Shares”, and together with the Class B Ordinary Shares, the “Ordinary Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of ARYA’s initial public offering and the concurrent sale of the private placement shares (the “Private Placement Shares”), if the Extension Amendment Proposal, the Class B Share Proposal and the Redemption Limitation Amendment Proposal are approved, regardless of how such public shareholders vote in regard to the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal is approved by the requisite vote of shareholders (and not abandoned), the holders of Public Shares remaining after the Redemptions will retain their right to have their Public Shares redeemed in connection with a Business Combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Extension.

Since the Sponsor and ARYA’s officers and directors have, pursuant to a letter agreement executed in connection with ARYA’s initial public offering, waived their redemption rights with respect to any Class B Ordinary Shares, Private Placement Shares and Public Shares they hold or purchase, such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. On January 31, 2024, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $11.08, based on the aggregate amount on deposit in the Trust Account of approximately $40,889,928 as of January 31, 2024 (including interest not previously released to ARYA to pay income taxes and up to $100,000 of interest not released to ARYA to pay dissolution expenses), divided by the number of the then-issued and outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable) two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on January 30, 2024 was $11.02. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.06 more per share than if the shares were sold in the open market (based on the per share redemption price as of January 31, 2024). ARYA cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. ARYA believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if ARYA does not complete a Business Combination on or before the Termination Date.

If the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before the Termination Date, ARYA will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to ARYA to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ARYA’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to ARYA’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Memorandum and Articles of Association the Redemption Limitation in order to allow ARYA to redeem Public Shares, irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is in the best interests of ARYA and its shareholders for ARYA to be allowed to effect redemptions irrespective of the Redemption Limitation.

In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and the Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Articles Extension or the approval of the Class B Share Proposal and we will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s account and such public shareholder will retain the right to have their Public Shares redeemed for cash if ARYA has not completed a Business Combination by the Termination Date.

Subject to the foregoing, the approval of the Extension Amendment Proposal, the Class B Share Proposal and the Redemption Limitation Amendment Proposal each require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Shareholder Meeting.

If presented, the approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal at the Shareholder Meeting, or if due to redemptions in connection with the Articles Extension, the Class B Share Proposal or the Redemption Limitation Amendment Proposal, ARYA would not meet the continued listing requirements of Nasdaq, and in such event, ARYA will ask its shareholders to vote only upon the Adjournment Proposal and not on the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal.

The Board has fixed the close of business on January 26, 2024 as the record date for determining ARYA’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

ARYA believes that it is in the best interests of ARYA’s shareholders that ARYA obtains the Articles Extension and the implementation of the Class B Share Proposal and the Redemption Limitation Amendment Proposal. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Class B Share Proposal and, if presented, the Adjournment Proposal are in the best interests of ARYA and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment proposal, “FOR” the Class B Share Proposal, “FOR” the Redemption Limitation Amendment Proposal, and, if presented, “FOR” the Adjournment Proposal.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES (AND CERTIFICATES (IF ANY)) AND ANY OTHER REDEMPTION FORMS OR REQUIRED DOCUMENTS TO ARYA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES (AND CERTIFICATES (IF ANY)) AND ANY OTHER REDEMPTION FORMS OR REQUIRED DOCUMENTS BY EITHER TENDERING OR DELIVERING YOUR PUBLIC SHARES (AND CERTIFICATES (IF ANY)) AND ANY OTHER REDEMPTION FORMS OR DOCUMENTS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS OR DOCUMENTS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement containing detailed information about the Shareholder Meeting, the Extension Amendment Proposal, the Class B Share Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, ARYA urges you to read this material carefully and vote your shares.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), will be held on February 27, 2024, at 11:00 a.m., Eastern Time (the “Shareholder Meeting”), at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association, as amended (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting ARYA’s Secretary at ARYA4@perceptivelife.com by 11:00 a.m., Eastern Time, on February 23, 2024. You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/arya4/2024.

You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend, by way of special resolution, the Memorandum and Articles of Association to extend the date (the “Termination Date”) by which ARYA has to consummate an initial business combination (the “Articles Extension”) from March 2, 2024 (the “Previous Termination Date”) to April 2, 2024 (the “Articles Extension Date”) and to allow ARYA, without another shareholder vote, to elect to extend the Termination Date to consummate an initial business combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of ARYA’s board of directors (the “Board”), if requested by ARYA Sciences Holdings IV, a Cayman Islands exempted company (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, up to until March 2, 2025 (each, an “Additional Articles Extension Date”) or a total of up to twelve months after the Previous Termination Date, unless the closing of an initial business combination shall have occurred prior thereto (the “Extension Amendment Proposal”); (ii) to amend, by way of special resolution, ARYA’s Memorandum and Articles of Association to allow for the conversion of the Class B Ordinary Shares, par value $0.001 per share (the “Class B Ordinary Shares”), into Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”), on a one-for-one basis at any time and from time to time prior to the consummation of a Business Combination, at the option of the holder of such Class B Ordinary Shares; (iii) to amend, by way of special resolution, ARYA’s Memorandum and Articles of Association to eliminate from the Memorandum and Articles of Association the limitation that ARYA may not redeem Public Shares (as defined below) to the extent that such redemption would result in ARYA having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow ARYA to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation; and (iv) an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting, (A) to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares (as defined below) and Class B Ordinary Shares in the capital of ARYA represented (either in person or by proxy) to approve the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal, or (B) sine die, if (i) the Sponsor or its designees advise ARYA that it does not intend to make a deposit into the Trust Account in exchange for a convertible promissory note, as required in connection with the contemplated Articles Extension, or (ii) the holders of Public Shares have elected to redeem an amount of shares in connection with the Articles Extension, the Class B Share Proposal or the Redemption Limitation Amendment Proposal such that ARYA would not meet the continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”), and in such event ARYA will ask its shareholders to vote only upon the Adjournment Proposal and not on the Extension Amendment Proposal, the

Class B Share Proposal or the Redemption Limitation Amendment Proposal (the “Adjournment Proposal”), each as more fully described below in the accompanying proxy statement, which is dated February 1, 2024, and is first being mailed to shareholders on or about that date. The full text of the proposals to be voted upon at the Shareholder Meeting is as follows:

Each of the Extension Amendment Proposal, the Class B Share Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote. The adoption of the Extension Amendment Proposal is not conditioned on the approval of the Class B Share Proposal but is conditioned on (i) the adoption of the Redemption Limitation Amendment Proposal, or (ii) ARYA having at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal or the Class B Share Proposal, after taking into account any redemptions of Class A Ordinary Shares by ARYA public shareholders in exchange for their pro rata portion of the funds held in the Trust Account (as defined below) (the “Redemptions”). The adoption of the Class B Share Proposal is conditioned on the adoption of the Extension Amendment Proposal, and (i) the adoption of the Redemption Limitation Amendment Proposal or (ii) ARYA having at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions. The adoption of the Redemption Limitation Amendment Proposal is conditioned on the adoption of the Extension Amendment Proposal but is not conditioned on the adoption of the Class B Share Proposal.

The purpose of the Extension Amendment Proposal is to allow ARYA additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.

The Memorandum and Articles of Association provide that ARYA has until March 2, 2024 to complete its Business Combination. ARYA’s Board has determined that it is in the best interests of ARYA to seek an extension of the Termination Date and have ARYA’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, ARYA’s Board believes that ARYA may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, ARYA would be precluded from completing a Business Combination and would be forced to liquidate.

As contemplated by the Memorandum and Articles of Association, the holders of ARYA’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares” and the Class A Ordinary Shares sold in ARYA’s initial public offering, the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “Initial Public Offering”) and the concurrent sale of the private placement Class A Ordinary Shares (the “Private Placement Shares”), if the Extension Amendment Proposal, the Class B Share Proposal and the Redemption Limitation Amendment Proposal are approved, regardless of how such public shareholders vote in regard to the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal is approved by the requisite vote of shareholders (and not abandoned), the holders of Public Shares remaining after the Redemptions will retain their right to have their Public Shares redeemed in connection with a Business Combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Extension.

Since the Sponsor and ARYA’s officers and directors have, pursuant to a letter agreement executed in connection with the Initial Public Offering, waived their redemption rights with respect to any Class B Ordinary Shares, Private Placement Shares and Public Shares they hold or purchase, such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. On January 31, 2024,

the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $11.08, based on the aggregate amount on deposit in the Trust Account of approximately $40,889,928 as of January 31, 2024 (including interest not previously released to ARYA to pay income taxes and up to $100,000 of interest not released to ARYA to pay dissolution expenses), divided by the number of the then-issued and outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable) two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on January 30, 2024 was $11.02. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.06 more per share than if the shares were sold in the open market (based on the per share redemption price as of January 31, 2024). ARYA cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. ARYA believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if ARYA does not complete a Business Combination on or before the Termination Date.

If the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before the Termination Date, ARYA will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to ARYA to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ARYA’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to ARYA’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law.

The purpose of the Class B Share Proposal is to provide the holders of Class B Ordinary Shares with the flexibility to assist ARYA in meeting the listing requirements of its Class A Ordinary Shares if necessary or desirable in connection with the adoption of the Extension Amendment Proposal, related shareholder redemptions and the consummation of a Business Combination. This conversion option for holders of the Class B Ordinary Shares may also assist ARYA in retaining investors. Notwithstanding the conversion of Class B Ordinary Shares into Class A Ordinary Shares, the holders of such converted Class B Ordinary Shares will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A Ordinary Shares and such Class A Ordinary Shares shall be otherwise identical to Private Placement Shares.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Memorandum and Articles of Association the Redemption Limitation in order to allow ARYA to redeem Public Shares, irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is in the best interests of ARYA and its shareholders for ARYA to be allowed to effect redemptions irrespective of the Redemption Limitation.

In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and the Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Articles Extension or the approval of the Class B Share Proposal and we will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to

redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s account and such public shareholder will retain the right to have their Public Shares redeemed for cash if ARYA has not completed a Business Combination by the Termination Date.

Subject to the foregoing, the approval of the Extension Amendment Proposal, the Class B Share Proposal and the Redemption Limitation Amendment Proposal each require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being entitled to do so, vote in person or by proxy at the Shareholder Meeting.

If presented, approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal at the Shareholder Meeting or if, due to redemptions in connection with the Articles Extension, the Class B Share Proposal or the Redemption Limitation Amendment Proposal, ARYA would not meet the continued listing requirements of Nasdaq and in such event, ARYA will ask its shareholders to vote only upon the Adjournment Proposal and not on the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal.

ARYA believes that it is in the best interests of ARYA’s shareholders that ARYA obtains the Articles Extension and the implementation of the Class B Share Proposal and the Redemption Limitation Amendment Proposal. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Class B Share Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal are in the best interests of ARYA and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Class B Share Proposal, “FOR” the Redemption Limitation Amendment Proposal, and, if presented, “FOR” the Adjournment Proposal.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Articles Extension. In addition, ARYA will not proceed with the Articles Extension and the Class B Share Proposal unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) ARYA will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal or the Class B Share Proposal, after taking into account the Redemptions. ARYA cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $40,889,928 that was in the Trust Account as of January 31, 2024 (including interest not previously released to ARYA to pay income taxes and up to $100,000 of interest not released to ARYA to pay dissolution expenses).

In the event of a liquidation, the insiders (the Sponsor and Joseph Edelman, Adam Stone, Michael Altman, Todd Wider, Michael Henderson, Leslie Trigg and Konstantin Poukalov (together, the “Insiders”)) will not receive any monies held in the Trust Account as a result of their ownership of 3,737,500 Class B Ordinary Shares and 499,000 Private Placement Shares, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the Initial Public Offering. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES (AND CERTIFICATES (IF ANY)) AND ANY OTHER REDEMPTION FORMS OR REQUIRED DOCUMENTS TO ARYA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES (AND CERTIFICATES (IF ANY)) AND ANY OTHER REDEMPTION FORMS OR REQUIRED DOCUMENTS BY EITHER

TENDERING OR DELIVERING YOUR SHARES (AND CERTIFICATES (IF ANY)) AND ANY OTHER REDEMPTION FORMS OR DOCUMENTS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS OR DOCUMENTS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Record holders of Ordinary Shares at the close of business on January 26, 2024 (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 4,189,831 issued and outstanding Class A Ordinary Shares and 3,737,500 issued and outstanding Class B Ordinary Shares.

The Insiders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement, the Insiders hold approximately 53.4% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares, but may do so at any time. As a result, in addition to the Insiders, (i) approval of the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal will require the affirmative vote of at least 1,048,388 Ordinary Shares held by public shareholders (or approximately 28.4% of the Public Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes; and (ii) approval of the Adjournment Proposal will not require the affirmative vote of any Ordinary Shares held by public shareholders.

The accompanying proxy statement contains important information about the Shareholder Meeting, the Extension Amendment Proposal, the Class B Share Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, ARYA urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated February 1, 2024 and is first being mailed to shareholders on or about that date.

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “Board”) for use at the extraordinary general meeting of ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA,” “we,” “us” or “our”), which will be held on February 27, 2024, at, 11:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Shareholder Meeting”).

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of ARYA with respect to, among other things, ARYA’s capital resources and results of operations. Likewise, all of ARYA’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect ARYA’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. ARYA does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect ARYA’s good faith beliefs, they are not guarantees of future performance. ARYA disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause ARYA’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in this proxy statement and in ARYA’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 6, 2023 and in other reports ARYA files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to ARYA (or to third parties making the forward-looking statements).

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Shareholder Meeting (as defined below) and the proposals to be presented at the Shareholder Meeting. The following questions and answers do not include all the information that is important to ARYA shareholders. Shareholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposal to be presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting, which will be held on February 27, 2024, at 11:00 a.m., Eastern Time. The Shareholder Meeting will be held at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/arya4/2024.

You should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 6, 2023 and in the other reports filed or to be filed with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

Approving the Articles Extension involves a number of risks. Even if the Articles Extension is approved, ARYA can provide no assurances that a Business Combination will be consummated prior to the Articles Extension Date or the relevant Additional Articles Extension Date, if applicable. Our ability to consummate a Business Combination is dependent on a variety of factors, many of which are beyond our control, including the ability to reach agreement on the definitive terms of a Business Combination. If the Articles Extension is approved and ARYA determines that it is in the best interest of its shareholders to pursue a Business Combination, ARYA expects to seek shareholder approval of such Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Articles Extension, the Class B Share Proposal or the Redemption Limitation Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve a Business Combination. Even if the Articles Extension or a Business Combination is approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Articles Extension and the implementation of the Class B Share Proposal and the Redemption Limitation Amendment Proposal and a Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and other legal and regulatory requirements, and our consummation of a Business Combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-Business Combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete a Business Combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete a Business Combination. The SEC has, in the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate a Business Combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including restrictions on the nature of our investments and restrictions on the issuance of securities, each of which may make it difficult for us to complete a Business Combination. In addition, we may have imposed upon us burdensome requirements, including:

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a Business Combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities and the Business Combination will subject us to the Investment Company Act. Initially, the proceeds held in the Trust Account were only invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. However, to mitigate the risk of is being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we liquidated the U.S. government treasury obligations or money market funds held in the Trust Account and instructed Continental, the trustee with respect to the Trust Account, to maintain the funds in the trust account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination or the liquidation of ARYA. Our Initial Public Offering was not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of a Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Memorandum and Articles of Association (A) to modify the substance or timing of our obligation to provide public shareholders the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of our Public Shares if we do not complete a Business Combination by March 2, 2024 (or March 2, 2025 if the Extension Amendment Proposal is adopted) or (B) with respect to any other provision relating to the rights of holders of Class A Ordinary Shares; or (iii) absent our completing a Business Combination by March 2, 2024 (or March 2, 2025 if the Extension Amendment Proposal is adopted), our return of the funds held in the Trust Account to the public shareholders as part of our redemption of the Public Shares. If we do not continue to invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a Business Combination. If we have not consummated a Business Combination within the required time period, the Public Shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of the Trust Account and the warrants will expire worthless.

The Sponsor and all of our directors, executive officers and their affiliates are expected to vote any Ordinary Shares owned by them in favor of the Extension Amendment Proposal. On the Record Date, the

Sponsor and our directors and executive officers and their affiliates beneficially owned and were entitled to vote an aggregate of 3,737,500 Class B Ordinary Shares and 499,000 Private Placement Shares, representing approximately 53.4% of the voting power of ARYA. The Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal must be approved by the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Shareholder Meeting. When you consider the recommendation of the Board, ARYA shareholders should be aware that aside from their interests as shareholders, the Insiders, certain members of the Board and officers have interests that are different from, or in addition to, those of other shareholders generally (see “Proposal No. 1—The Extension Amendment Proposal—Interests of the Sponsor, ARYA’s Directors and Officers,” “Proposal No. 2—The Class B Share Proposal—Interests of the Sponsor, ARYA’s Directors and Officers,” “Proposal No. 3—The Redemption Limitation Amendment Proposal—Interests of the Sponsor, ARYA’s Directors and Officers” and “Beneficial Ownership of Securities” in this proxy statement).

ARYA’s sponsor, ARYA Sciences Holdings IV, is a Cayman Islands exempted company. The Sponsor currently owns 3,647,500 Class B Ordinary Shares and 499,000 Private Placement Shares. The Sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman, who are U.S. citizens. As such, Messrs. Stone and Altman have voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. The Sponsor is not “controlled” (as defined in 31 CFR 800.208) by a foreign person, such that the Sponsor’s involvement in any Business Combination would be a “covered transaction” (as defined in 31 CFR 800.213). However, it is possible that non-U.S. persons could be involved in our Business Combination, which may increase the risk that our Business Combination becomes subject to regulatory review, including review by CFIUS, and that restrictions, limitations or conditions will be imposed by CFIUS. If our Business Combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by FIRRMA, to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with a Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing a Business Combination. CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete a Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues. A failure to notify CFIUS of a transaction where such notification was required or otherwise warranted based on the national security considerations presented by an investment target may expose the Sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational and financial effects, thus potentially diminishing the value of the combined company. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, a Business Combination post-closing.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete a Business Combination by April 2, 2024 (or up to March 2, 2025), if extended, because the transaction is still under review or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, shareholders of record may only receive their pro rata portion of funds available in the Trust Account. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Our Class A Ordinary Shares are listed on Nasdaq. We are subject to compliance with Nasdaq’s continued listing requirements and standards in order to maintain the listing of our securities on Nasdaq. Such listing requirements and standards include a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of securities (generally at least 300 public holders and at least 500,000 publicly held shares). Pursuant to the terms of the Memorandum and Articles of Association, in the event the Extension Amendment Proposal is approved and the Memorandum and Articles of Association are amended, Public Shareholders may elect to redeem their Public Shares and, as a result, we may not be in compliance with Nasdaq’s continued listing requirements.

We cannot assure you that our Class A Ordinary Shares will be able to meet any of Nasdaq’s continued listing requirements following any shareholder redemptions of our Public Shares in connection with the amendment of our Memorandum and Articles of Association pursuant to the Extension Amendment Proposal. If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange. If Nasdaq delists our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Class A Ordinary Shares qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

ARYA’s Class A Ordinary Shares are listed on Nasdaq. On January 29, 2024, ARYA received a notice from the Listing Qualifications Department of Nasdaq stating that ARYA failed to hold an annual meeting of shareholders within twelve months of the end of its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), ARYA has 45 calendar days (or until March 14, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant ARYA up to 180 calendar days from its fiscal year end (or until June 28, 2024) to regain compliance. As disclosed in a Current Report on Form 8-K filed on January 30, 2024, ARYA intends to submit a compliance plan within the specified period. While the plan is pending, ARYA's Class A Ordinary Shares will continue to trade on Nasdaq. Further, Nasdaq IM-5101-2 requires that a special purpose acquisition company must complete one or more business combinations within thirty-six (36) months of the effectiveness of its Initial Public Offering registration statement. The extension that we are requesting at the Shareholder Meeting will extend our ability to

complete a business combination until the forty-eight (48) month anniversary of our Initial Public Offering, which will take us beyond the permitted period for a business combination under the foregoing Nasdaq rule. Therefore, unless we complete a business combination by March 2, 2024, we may be subject to suspension and delisting from the Nasdaq due to our non-compliance with that requirement.

We and the holders of our securities could be materially adversely impacted if our securities are delisted from Nasdaq due to non-compliance with the above rule. In particular:

This proxy statement is being provided to ARYA shareholders as part of a solicitation of proxies by the Board for use at the extraordinary general meeting of ARYA shareholders to be held on February 27, 2024, and at any adjournment thereof. This proxy statement contains important information regarding the Shareholder Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about February 1, 2024, to all shareholders of record of ARYA as of January 26, 2024, the Record Date for the Shareholder Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Shareholder Meeting.

The Shareholder Meeting will be held on February 27, 2024 at 11:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting ARYA’s Secretary at ARYA4@perceptivelife.com by 11:00 a.m., Eastern Time, on February 23, 2024.

You can pre-register to attend the Shareholder Meeting virtually starting February 22, 2024 at 11:00 a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/arya4/2024, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Shareholder Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.

Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at 917-262-2373, or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to the Internet, you can listen only to the meeting by dialing 1-800-450-7155 (toll-free) (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 8082659#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.

If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within five (5) business days of the date of the Shareholder Meeting, the Lender shall make a deposit into the Trust Account (as defined below) of $111,000, in exchange for a non-interest bearing, unsecured convertible promissory note issued by ARYA to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that ARYA has not consummated a Business Combination by April 2, 2024, without approval of ARYA’s public shareholders, ARYA may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination), provided that the Lender will deposit $111,000 into the Trust Account within five (5) business days of the applicable Termination Date for each such monthly extension, for an aggregate deposit of up to $1,332,000 (including the initial $111,000 deposit in connection with the initial extension to April 2, 2024 and assuming all eleven additional monthly extensions thereafter are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by ARYA to the Lender. If ARYA completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert up to the principal amount loaned under such promissory note into Class A Ordinary Shares which will be identical to the Private Placement Shares. If ARYA does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If before the Shareholder Meeting the Sponsor or its designees advises us that it does not intend to make a deposit into the Trust Account in exchange for a convertible promissory note, as described above, then ARYA will ask its shareholders to vote only upon the Adjournment Proposal and not on the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal and, unless ARYA can complete a Business Combination by the Termination Date, ARYA will liquidate and dissolve in accordance with the Memorandum and Articles of Association.

As a shareholder of ARYA, you have a right to vote on certain matters affecting ARYA. The proposals that will be presented at the Shareholder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Shareholder Meeting if you owned Ordinary Shares at the close of business on January 26, 2024, which is the Record Date for the Shareholder Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 7,927,331 issued and outstanding Ordinary Shares, of which 3,690,831 Class A Ordinary Shares are held by ARYA public shareholders and 3,737,500 Class B Ordinary Shares and 499,000 Private Placement Shares are held by the Insiders.

The presence at the Shareholder Meeting (which would include presence at the Shareholder Meeting virtually), in person or by proxy, of shareholders holding a majority of the Ordinary Shares entitled to vote at the Shareholder Meeting constitutes a quorum. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. The Insiders, who hold approximately 53.4% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Insiders, no Ordinary Shares held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum.

Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of any of the proposals voted upon at the Shareholder Meeting.

Under Nasdaq rules, if a shareholder holds their shares in “street” name through a bank, broker or other nominee and the shareholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any “non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of shareholders or has received instructions as to how to vote on some but not all of the “nonroutine” proposals, (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter.

We believe that all of the proposals to be voted on at the Shareholder Meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of the proposals to be voted on at the Shareholder Meeting without your instruction.

Because all of the proposals to be voted on at the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so ARYA does not expect there to be any broker non-votes counting towards establishing a quorum at the Shareholder Meeting.

The approval of the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Ordinary Shares who, being entitled to do so, vote in person or by proxy at the Shareholder Meeting.

The Insiders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. As of the date of this proxy statement, the Insiders hold approximately 53.4% of the issued and outstanding Ordinary Shares.

The following table reflects the number of additional Public Shares required to approve each proposal, assuming that the Insiders vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting:

If you were a holder of record of Ordinary Shares as of the close of business on January 26, 2024, the Record Date for the Shareholder Meeting, you may vote with respect to the proposals in person or virtually at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are three ways to vote your Ordinary Shares at the Shareholder Meeting:

sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 11:00 a.m., Eastern Time, on February 25, 2024.

If you give a proxy, you may revoke it at any time before the Shareholder Meeting or at the Shareholder Meeting by doing any one of the following:

The Shareholder Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Class B Share Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal. Under the Memorandum and Articles of Association, other than procedural matters incident to the conduct of the Shareholder Meeting, no other matters may be considered at the Shareholder Meeting if they are not included in this proxy statement, which serves as the notice of the Shareholder Meeting.

If you are an ARYA shareholder and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing ARYD.info@investor.morrowsodali.com.

Pursuant to the Memorandum and Articles of Association, holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal. In connection with the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal, any shareholder holding Class A Ordinary Shares may demand that ARYA redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was approximately $11.08 per share as of January 31, 2024, the most recent practicable date prior to the date of this proxy statement), calculated as of two business days prior to the Shareholder Meeting. Since the Sponsor and ARYA’s officers and directors have, pursuant to a letter agreement executed in connection with the Initial Public Offering, waived their redemption rights with respect to any Class B Ordinary Shares, Private Placement Shares and Public Shares they hold or purchase, such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. If a holder properly seeks redemption as described in this section, ARYA will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will

no longer own these shares following the Shareholder Meeting. However, ARYA will not proceed with the Articles Extension and the Class B Share Proposal unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) ARYA will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal or the Class B Share Proposal, after taking into account Redemptions.

As a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.

If you hold your shares in “street name,” you will have to coordinate with your broker to have your shares certificated or tendered/delivered electronically. Shares of ARYA that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or tendering/delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.

Any request for redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental, ARYA’s transfer agent, at least two business days prior to the initially scheduled date of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to Continental, ARYA’s transfer agent, prior to 5:00 p.m., Eastern Time, on February 23, 2024 (two business days before the initially scheduled date of the Shareholder Meeting).

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934 (the “Exchange Act”)), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the Class A Ordinary Shares sold in the Initial Public Offering, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the issued and outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The closing price of Class A Ordinary Shares on January 30, 2024, the most recent practicable date prior to the date of this proxy statement, was $11.02 per share. The cash held in the Trust Account on such date was approximately $40,889,928 (including interest not previously released to ARYA to pay income taxes and up to $100,000 of interest not released to ARYA to pay dissolution expenses) (approximately $11.08 per Class A Ordinary Share). The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable) two business days prior to the Shareholder Meeting. Prior to exercising redemption rights, shareholders should verify

the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. ARYA cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a holder of Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering or delivering your shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to ARYA’s transfer agent at least two business days prior to the initially scheduled date of the Shareholder Meeting.

For a discussion of certain material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

There are no appraisal or dissenters’ rights available to ARYA’s shareholders in connection with the Extension Amendment Proposal, the Class B Share Proposal, the Redemption Limitation Amendment Proposal or the Adjournment Proposal at the Shareholder Meeting. However, holders of Public Shares may elect to have their shares redeemed in connection with the adoption of the Extension Amendment Proposal, as described under “Redemption Rights” above.

ARYA is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. ARYA has engaged Morrow Sodali to assist in the solicitation of proxies for the Shareholder Meeting. ARYA and its directors and officers may also solicit proxies in person. ARYA will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

ARYA will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. ARYA will pay Morrow Sodali a fee of $15,000, plus disbursements, reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as ARYA’s proxy solicitor. ARYA will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to ARYA shareholders. Directors and officers of ARYA who solicit proxies will not be paid any additional compensation for soliciting.

ARYA is proposing to amend its Memorandum and Articles of Association to extend the date by which ARYA has to consummate a Business Combination to the Articles Extension Date so as to give ARYA additional time to complete a Business Combination.

Without the Articles Extension, ARYA believes that ARYA may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, ARYA would be forced to liquidate.

As contemplated by the Memorandum and Articles of Association, the holders of ARYA’s Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Extension Amendment Proposal is approved and the Articles Extension is implemented.

ARYA’s Memorandum and Articles of Association provides that ARYA has until March 2, 2024 to complete a Business Combination. ARYA and its officers and directors agreed that they would not seek to amend ARYA’s Memorandum and Articles of Association to allow for a longer period of time to complete a Business Combination unless ARYA provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. The Board believes that it is in the best interests of ARYA shareholders that the Articles Extension be obtained so that ARYA will have an additional amount of time to consummate a Business Combination. Without the Articles Extension, ARYA believes that ARYA may not be able to complete a Business Combination on or before March 2, 2024. If that were to occur, ARYA would be forced to liquidate.

The Extension Amendment Proposal is essential to allowing ARYA additional time to consummate a Business Combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Articles Extension and the adoption of the Class B Share Proposal and the Redemption Limitation Amendment Proposal. Further, ARYA will not proceed with the Articles Extension and the Class B Share Proposal unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) ARYA will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal or the Class B Share Proposal, after taking into account the Redemptions.

If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within five (5) business days of the date of the Shareholder Meeting, the Lender shall make a deposit into the Trust Account (as defined below) of $111,000, in exchange for a non-interest bearing, unsecured convertible promissory note issued by ARYA to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that ARYA has not consummated a Business Combination by April 2, 2024, without approval of ARYA’s public shareholders, ARYA may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination until up to March 2, 2025), provided that the Lender will deposit $111,000 into the Trust Account within five (5) business days of the applicable Termination Date for each such monthly extension, for an aggregate deposit of up to $1,332,000 (including the initial $111,000 deposit in connection with the initial extension to April 2, 2024 and assuming all eleven additional monthly extensions thereafter are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by ARYA to the Lender. If ARYA completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a up to the total principal amount loaned under such promissory note into Class A Ordinary Shares which will be identical to the Private Placement Shares. If ARYA does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If before the Shareholder Meeting the Sponsor or its designees advises us that it does not intend to make a deposit into the Trust Account in exchange for a convertible promissory note, as described above, then ARYA will ask its shareholders to vote only upon the Adjournment Proposal and not on the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal and, unless ARYA can complete a Business Combination by the Termination Date, ARYA will liquidate and dissolve in accordance with the Memorandum and Articles of Association.

The adoption of the Extension Amendment Proposal is a condition to the adoption of the Class B Share Proposal or the Redemption Limitation Amendment Proposal and the adoption of the Extension Amendment Proposal is conditioned on the adoption (i) the adoption of the Redemption Limitation Amendment Proposal or (ii) ARYA having at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions. If the Extension Amendment Proposal is not approved, then the Articles Extension will not be implemented and if a Business Combination is not completed on or before the Termination Date, then, as contemplated by and in accordance with the Memorandum and Articles of Association, ARYA will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to ARYA to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ARYA’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to ARYA’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law.

The Insiders waived their rights to participate in any liquidation distribution with respect to the 3,737,500 Class B Ordinary Shares and 499,000 Private Placement Shares held by them.

If the Extension Amendment Proposal is approved, ARYA shall procure that all filings required to be made with the Registrar of Companies of the Cayman Islands in connection with the Extension Amendment Proposal to extend the time it has to complete a Business Combination until the Articles Extension Date are made. ARYA will then continue to attempt to consummate a Business Combination until the Articles Extension Date. ARYA will remain a reporting company under the Exchange Act and its Class A Ordinary Shares will remain publicly traded during this time.

ARYA will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) ARYA will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.

When you consider the recommendation of the Board, ARYA shareholders should be aware that aside from their interests as shareholders, the Insiders, certain members of the Board and officers have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to ARYA shareholders that they approve the Extension Amendment Proposal. ARYA shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal:

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Ordinary Shares who, being entitled to do so, vote in person or by proxy at the Shareholder Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Extension Amendment Proposal.

As of the date of this proxy statement, the Insiders have agreed to vote any Ordinary Shares owned by them in favor of the Extension Amendment Proposal. As of the date hereof, the Insiders hold approximately 53.4% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares, but may do so at any time. As a result, in addition to the Insiders, approval of the Extension Amendment Proposal will require the affirmative vote of at least 1,048,388 Ordinary Shares held by public shareholders (or approximately 28.4% of the Public Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes.

The Company is proposing to amend the Memorandum and Articles of Association to permit the conversion of Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination at the election of the holder. Upon conversion of Class B Ordinary Shares into Class A Ordinary Shares, such Class A Ordinary Shares shall be identical to the Private Placement Shares that ARYA issued in connection with the Initial Public Offering and not be entitled to any distributions from the Trust Account.

The purpose of the Class B Share Proposal is to provide the holders of Class B Ordinary Shares with the flexibility to assist ARYA in meeting the listing requirements of its Class A Ordinary Shares if necessary or desirable in connection with the adoption of the Extension Amendment Proposal, related shareholder redemptions and the consummation of a Business Combination. This conversion option for holders of the Class B Ordinary Shares may also assist ARYA in retaining investors. Notwithstanding the conversion of Class B Ordinary Shares into Class A Ordinary Shares, the holders of such converted Class B Ordinary Shares will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A Ordinary Shares and such Class A Ordinary Shares shall be otherwise identical to Private Placement Shares.

The approval of the Class B Share Proposal is not a condition to the adoptions of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Adjournment Proposal. If the Class B Share Proposal is not approved, the Board may decide to abandon the Class B Share Proposal. The Company believes that the failure to approve the Class B Share Proposal may reduce its flexibility to maintain the listing of its Class A Ordinary Shares on Nasdaq.

The adoption of the Class B Share Proposal is conditioned on the approval of the Extension Amendment Proposal, and (i) the adoption of the Redemption Limitation Amendment Proposal or (ii) ARYA having at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account Redemptions.

Therefore, if the Class B Share Proposal is approved in connection with the approval of the Extension Amendment Proposal and either (i) the adoption of the Redemption Limitation Amendment Proposal or (ii) ARYA having at least $5,000,001 of net tangible assets following the approval of the Extension Amendment Proposal, ARYA shall procure that all filings required to be made with the Registrar of Companies of the Cayman Islands in connection with the adoption of the Extension Amendment Proposal, the Class B Share Proposal and, if applicable, the Redemption Limitation Amendment Proposal, and shall redeem Public Shares as necessary. Following such adoption of the Class B Share Proposal, holders will be able to convert their Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination.

When you consider the recommendation of the Board, ARYA shareholders should be aware that aside from their interests as shareholders, the Insiders, certain members of the Board and officers have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to ARYA shareholders that they approve the Class B Share Proposal. For a list of interests of the Sponsor and ARYA’s directors and officers, see above under “Proposal No. 1—The Extension Amendment Proposal—Interests of the Sponsor and ARYA’s Directors and Officers.”

The approval of the Class B Share Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Ordinary Shares who,

being entitled to do so, vote in person or by proxy at the Shareholder Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Class B Share Proposal.

As of the date of this proxy statement, the Insiders have agreed to vote any Ordinary Shares owned by them in favor of the Class B Share Proposal. As of the date hereof, the Insiders hold approximately 53.4% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares, but may do so at any time. As a result, in addition to the Insiders, approval of the Class B Share Proposal will require the affirmative vote of at least 1,048,388 Ordinary Shares held by public shareholders (or approximately 28.4% of the Public Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes.

ARYA is proposing to amend its Memorandum and Articles of Association to eliminate the requirement that ARYA have at least $5,000,001 in tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) following redemptions in connection with this Shareholder Meeting or a Business Combination.

Without the Redemption Limitation Amendment, ARYA may not be able to implement the Articles Extension if following redemptions in connection with the Articles Extension ARYA would not have at least $5,000,001 in tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act). If that were to occur, ARYA would be forced to liquidate on the Termination Date.

The purpose of the Redemption Limitation requirements was to ensure that ARYA would not be subject to the “penny stock” rules of the SEC as long as it met the Redemption Limitation requirement, and therefore not be deemed a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). ARYA is proposing to amend its Memorandum and Articles of Association to remove the Redemption Limitation requirements. The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and ARYA believes that it can rely on another exclusion, which relates to it being listed on Nasdaq (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, ARYA intends to rely on the exclusion from the penny stock rules set forth in Rule 3a51-1(a)(2) as a result of its securities being listed on Nasdaq.

As disclosed in our prospectus related to our Initial Public Offering, ARYA is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under Rule 419 of the Securities Act the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that the term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including the NTA Rule and the Exchange Rule. Historically SPACs have relied upon the NTA Rule to avoid being deemed a penny stock issuer. The inclusion of the Redemption Limitation requirements in the Memorandum and Articles of Association was to ensure that through the consummation of a Business Combination, ARYA would not be considered a penny stock issuer and therefore a blank check company if no other exemption from the rule was available.

The Exchange Rule excludes from the definition of “penny stock” a security that is registered, or approved for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards that meet or exceed the criteria in the rule. ARYA’s securities are listed on Nasdaq and have been since the consummation of its Initial Public Offering. ARYA believes that Nasdaq has initial listing standards that meet the criteria identified in the Exchange Rule and that it can therefore rely on this rule to avoid being treated as a penny stock. Therefore, the inclusion of the Redemption Limitation in the Memorandum and Articles of Association is unnecessary.

Shareholders are being asked to adopt the proposed Redemption Limitation Amendment Proposal which, in the judgment of the Board, may facilitate the consummation of a Business Combination and the Articles Extension. The Memorandum and Articles of Association limit ARYA’s ability to consummate an initial Business Combination, or to redeem Ordinary Shares in connection with a Business Combination and the Articles Extension, if it would cause ARYA to have less than $5,000,001 in net tangible assets. The purpose of such limitation was initially to ensure that the Ordinary Shares were not deemed to be a “penny stock” pursuant to Rule 3a51- 1 under the Exchange Act in the event that such Ordinary Shares failed to be listed on an approved national securities exchange. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption in connection with the Articles Extension such that following such redemptions, ARYA’s net tangible assets would be less than $5,000,001, the Redemption Limitation in the Memorandum and Articles of Association would prevent ARYA from being able to implement the Articles Extension or the Class B Share Proposal. If that were to occur, ARYA would be forced to liquidate on the Termination Date.

The approval of the Redemption Limitation Proposal is not a condition to the adoption of the Articles Extension Proposal or the Class B Share Proposal if ARYA has at least have $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal or the Class B Share Proposal, after taking into account Redemptions. If the Redemption Limitation Amendment Proposal is not approved, ARYA will not be able to adopt the Extension Amendment Proposal or the Class B Share Proposal and redeem Public Shares to the extent that ARYA does not at least have $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal or the Class B Share Proposal, after taking into account Redemptions.

In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of properly submitted redemption requests of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and the Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Articles Extension or the implementation of the Class B Share Proposal, even if approved, and we will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s account and such public shareholder will retain the right to have their Public Shares redeemed for cash if ARYA has not completed a Business Combination by the Termination Date.

The adoption of the Extension Amendment Proposal is a condition to the adoption of the Redemption Limitation Amendment Proposal. Therefore, if the Redemption Limitation Amendment Proposal is approved in connection with the approval of the Extension Amendment Proposal, ARYA shall procure that all filings required to be made with the Registrar of Companies of the Cayman Islands in connection with the adoption of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if applicable the Class B Share Proposal, are made and shall redeem Public Shares as necessary. Further, if the Redemption Limitation Amendment Proposal is approved in connection with the adoption of the Extension Amendment Proposal, ARYA may also adopt the Class B Share Proposal although ARYA may not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account Redemptions.

When you consider the recommendation of the Board, ARYA shareholders should be aware that aside from their interests as shareholders, the Insiders, certain members of the Board and officers have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to ARYA shareholders that they approve the Redemption Limitation Amendment Proposal. For a list of interests of the Sponsor and ARYA’s directors and officers, see above under “Proposal No. 1—The Extension Amendment Proposal—Interests of the Sponsor and ARYA’s Directors and Officers.”

The approval of the Redemption Limitation Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Ordinary Shares who, being entitled to do so, vote in person or by proxy at the Shareholder Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Redemption Limitation Amendment Proposal.

“RESOLVED, as a special resolution, that, subject to and conditional upon the approval of the Extension Amendment Proposal:

The Adjournment Proposal asks shareholders to approve the adjournment of the Shareholder Meeting (A) to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes to approve the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal (a “Temporary Adjournment Scenario”), or (B) sine die, if (i) the Sponsor or its designees advise ARYA that it does not intend to make a deposit into the Trust Account in exchange for a convertible promissory note, as required in connection with the contemplated Articles Extension, or (ii) the holders of Public Shares have elected to redeem an amount of shares in connection with the Articles Extension, the Class B Share Proposal or the Redemption Limitation Amendment Proposal such that ARYA would not meet the continued listing requirements of Nasdaq (an “Indefinite Adjournment Scenario”), and in such event ARYA will ask its shareholders to vote only upon the Adjournment Proposal and not on the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal.

If the Adjournment Proposal is not approved by ARYA’s shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date or dates in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal, or sine die, if (i) the Sponsor or its designees advise ARYA that it does not intend to make a deposit into the Trust Account in exchange for a convertible promissory note, as required in connection with the contemplated Articles Extension, or (ii) due to redemptions in connection with the Articles Extension, the Class B Share Proposal or the Redemption Limitation Amendment Proposal, ARYA would not meet the continued listing requirements of Nasdaq.

If presented, the approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Abstentions, and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Adjournment Proposal.

As of the date of this proxy statement, the Insiders have agreed to vote any Ordinary Shares owned by them in favor of the Adjournment Proposal. As of the date hereof, the Insiders hold approximately 53.4% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares, but may do so at any time. As a result, in addition to the Insiders, approval of the Adjournment Proposal will not require the affirmative vote of any Ordinary Shares held by public shareholders.

The following discussion is a summary of certain material U.S. federal income tax considerations for Redeeming U.S. Holders and Redeeming Non-U.S. Holders (each as defined below) of Public Shares that elect to have their Public Shares redeemed for cash if the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal is approved. This section applies only to investors that hold Public Shares as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular shareholder in light of its particular circumstances or status, including:

This discussion is based on current U.S. federal income tax laws as in effect on the date hereof, which is subject to change, possibly on a retroactive basis, which may affect the U.S. federal income tax consequences described herein. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare net investment income tax laws, or state, local or non-U.S. laws. ARYA has not sought, and ARYA does not intend to seek, a ruling from the U.S. Internal Revenue Service (“IRS”) as to any

U.S. federal income tax considerations described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

This discussion does not consider the U.S. federal income tax treatment of entities or arrangements treated as partnerships or other pass-through entities (including branches) for U.S. federal income tax purposes (any such entity or arrangement, a “Flow-Through Entity”) or investors that hold our securities through Flow-Through Entities. If a Flow-Through Entity is the beneficial owner of our securities, the U.S. federal income tax treatment of an investor holding our securities through a Flow-Through Entity generally will depend on the status of such investor and the activities of such investor and such Flow-Through Entity.

If you hold our securities through a Flow-Through Entity, we urge you to consult your tax advisor.

This section is addressed to Redeeming U.S. Holders (as defined below) of ARYA’s Public Shares that elect to have their Public Shares redeemed for cash as described in the section entitled “Proposal No. 1: The Extension Amendment Proposal—Redemption Rights,” “Proposal No. 2: The Class B Share Proposal—Redemption Rights,” and “Proposal No. 3: The Redemption Limitation Amendment Proposal—Redemption Rights.” For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is, for U.S. federal income tax purposes:

Subject to the passive foreign investment company (“PFIC”) rules discussed below under the heading “—Passive Foreign Investment Company Rules,” the U.S. federal income tax consequences to a Redeeming U.S. Holder of Public Shares that exercises its redemption rights to receive cash in exchange for all or a portion of its Public Shares will depend on whether the redemption qualifies as a sale of the Public Shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale of such Redeeming U.S. Holder’s shares, such Redeeming U.S. Holder will generally be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. Any such capital gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for such shares exceeds one year at the time of the redemption. A Redeeming U.S. Holder’s tax basis in such Redeeming U.S. Holder’s shares generally will equal the cost of such shares.

The redemption generally will qualify as a sale of such shares if the redemption either (i) is “substantially disproportionate” with respect to the Redeeming U.S. Holder, (ii) results in a “complete redemption” of such Redeeming U.S. Holder’s interest in ARYA or (iii) is “not essentially equivalent to a dividend” with respect to such Redeeming U.S. Holder. These tests are explained more fully below.

The redemption generally will be “substantially disproportionate” with respect to a Redeeming U.S. Holder if the percentage of ARYA’s outstanding voting shares that such Redeeming U.S. Holder directly or constructively owns immediately after the redemption is less than 80 percent of the percentage of ARYA’s outstanding voting shares that such Redeeming U.S. Holder directly or constructively owned immediately before the redemption, and such Redeeming U.S. Holder immediately after the redemption actually and constructively owns less than 50 percent of the total combined voting power of ARYA. There will be a complete redemption of such Redeeming U.S. Holder’s interest if either (i) all of the shares directly or constructively owned by such Redeeming U.S. Holder are redeemed or (ii) all of the shares directly owned by such Redeeming U.S. Holder are redeemed and such Redeeming U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of the shares owned by certain family members and such Redeeming U.S. Holder does not constructively own any other shares. The redemption will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such Redeeming U.S. Holder’s proportionate interest in ARYA. Whether the redemption will result in a “meaningful reduction” in such Redeeming U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation that exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the above tests is satisfied, the redemption will be treated as a distribution with respect to the shares under Section 301 of the Code, in which case the Redeeming U.S. Holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Assuming ARYA is a PFIC (as discussed below under “—Passive Foreign Investment Company Rules,”) such dividends will be taxable to an individual Redeeming U.S. Holder at regular rates and will not be eligible for the reduced rates of taxation on certain dividends received from a “qualified foreign corporation.” Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the Redeeming U.S. Holder’s adjusted tax basis in such Redeeming U.S. Holder’s Public Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of such Redeeming U.S. Holder’s Public Shares. After the application of those rules, any remaining tax basis of the Redeeming U.S. Holder in the redeemed Public Shares will be added to the Redeeming U.S. Holder’s adjusted tax basis in its remaining Public Shares, or, if it has none, possibly to the Redeeming U.S. Holder’s adjusted tax basis in other shares constructively owned by it.

A foreign (i.e., non-U.S.) corporation will be a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income, or (ii) at least 50% of its assets in a taxable year (ordinarily, but subject to exceptions, determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income.

Because ARYA is a blank check company with no current active business, based upon the composition of its income and assets, and upon a review of its financial statements, ARYA believes that it likely was a PFIC for its

most recent taxable year ended on December 31, 2023, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark-to-market election,” in each case as described below, such holder generally will be subject to special rules with respect to:

In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares by making a timely QEF election (if eligible to do so) for the taxable year that is the first year in the Redeeming U.S. Holder’s holding period of our shares during which we are treated as a PFIC or, if in a later year, the Redeeming U.S. Holder made a QEF election along with a purging election. A QEF election is an election to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income

tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders are urged to consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

A Redeeming U.S. Holder’s ability to make a QEF Election with respect to ARYA is contingent upon, among other things, the provision by ARYA of a “PFIC Annual Information Statement” to such Redeeming U.S. Holder. Upon written request, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC Annual Information Statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF Election. There is no assurance, however, that we would timely provide such required information.

If a Redeeming U.S. Holder has made and maintained a QEF election with respect to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

A determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held shares while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.

The impact of the PFIC rules on a Redeeming U.S. Holder may also depend on whether the Redeeming U.S. Holder has made an election under Section 1296 of the Code. Redeeming U.S. Holders that hold (directly or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is regularly traded on an established exchange (a “mark-to-market election”). No assurance can be given that the Public Shares are considered to be regularly traded for purposes of the mark-to-market election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such Redeeming U.S. Holders will generally not be subject to the special PFIC taxation rules discussed above. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. However, if the mark-to-market election is made by a Redeeming U.S. Holder after the beginning of the holding period for the PFIC stock, then the special PFIC taxation rules described above will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Public Shares.

This section is addressed to Redeeming Non-U.S. Holders (as defined below) of ARYA’s Public Shares that elect to have their shares redeemed for cash as described in the sections entitled “Proposal No. 1: The Extension Amendment Proposal—Redemption Rights,” “Proposal No. 2: The Class B Share Proposal—Redemption Rights,” and “Proposal No. 3: The Redemption Limitation Amendment Proposal—Redemption Rights.” For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a Flow-Through Entity) of our Public Shares that so redeems its Public Shares and is not a Redeeming U.S. Holder.

Except as otherwise discussed in this section, a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be treated in the same manner as a U.S. shareholder for U.S. federal income tax purposes. See the discussion above under “Certain U.S. Federal Income Tax Considerations to U.S. Shareholders.” However, notwithstanding such characterization, any Redeeming Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized or dividends received as a result of the redemption unless the gain or dividends is effectively connected with such Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. shareholder).

Non-U.S. holders of shares considering exercising their redemption rights are urged to consult their tax advisors as to whether the redemption of their shares will be treated as a sale or as a distribution under the Code, and whether they will be subject to U.S. federal income tax on any gain recognized or dividends received as a result of the redemption based upon their particular circumstances.

Under the Foreign Account Tax Compliance Act (“FATCA”) and U.S. Treasury regulations and administrative guidance thereunder, a 30% United States federal withholding tax may apply to certain income paid to (i) a “foreign financial institution” (as specifically defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose its United States “account” holders (as specifically defined in FATCA) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial United States owner and certain other specified requirements are met. Under certain circumstances, a Redeeming Non-U.S. Holder might be eligible for refunds or credits of such taxes. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. If the country in which a Redeeming Non-U.S. Holder is resident has entered into an “intergovernmental agreement” with the United States regarding FATCA, the Redeeming Non-U.S. Holder may be permitted to report to that country instead of the United States, and the intergovernmental agreement may otherwise modify the requirements described in this paragraph. While withholding under FATCA generally would apply to payments of gross proceeds from the sale or other disposition of securities, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Redeeming Non-U.S. Holders are urged to consult their tax advisors regarding the possible implications of FATCA and whether it may be relevant to their disposition of their shares.

In general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:

A Redeeming Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its non-U.S. status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Any amount withheld under these rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information is timely furnished to the IRS and other applicable requirements are met.

We are a blank check company incorporated as an exempted company in the Cayman Islands on February August 24, 2020 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, we are subject to all of the risk associated with emerging growth companies.

On March 2, 2021, we consummated our Initial Public Offering of 14,950,000 Public Shares, including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Public Share, generating gross proceeds of approximately $149.5 million. The securities in the offering were registered under the Securities Act of 1933, as amended, on a registration statement on Form S-1 (No. 333-252960). The SEC declared the IPO Registration Statement effective on February 25, 2021. Simultaneously with the closing of our Initial Public Offering, we consummated the sale of 499,000 Private Placement Shares to the Sponsor at a price of $10.00 per Private Placement Share, generating gross proceeds of $4,990,000.

Following the closing of our Initial Public Offering on March 2, 2021, an amount of $149.5 million (or $10.00 per Public Share) from the net proceeds of the sale of the Public Shares in our Initial Public Offering and the sale of the Private Placement Shares were placed in a Trust Account, and invested in U.S. government securities, within the meaning set forth in the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act.

On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of a Business Combination or the Company’s liquidation.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of ARYA and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections titled “Proposal No. 1—The Extension Amendment Proposal—Interests of the Sponsor, ARYA’s Directors and Officers,” “Proposal No. 2—The Class B Share Proposal—Interests of the Sponsor, ARYA’s Directors and Officers,” “Proposal No. 3—The Redemption Limitation Amendment Proposal—Interests of the Sponsor, ARYA’s Directors and Officers” and “Beneficial Ownership of Securities” for a further discussion of these considerations.

The following table sets forth information as of January 31, 2024 with respect to the beneficial ownership of ARYA’s Ordinary Shares by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.

In the table below, percentage ownership is based on 7,927,331 Ordinary Shares, consisting of (i) 4,189,831 Class A Ordinary Shares and (ii) 3,737,500 Class B Ordinary Shares, issued and outstanding as of January 31, 2024.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.

If the Extension Amendment Proposal is approved, we anticipate that we will hold another extraordinary general meeting before the applicable Additional Articles Extension Date to consider and vote upon approval of a Business Combination Agreement and a Business Combination. If we consummate a Business Combination in 2024, ARYA’s next annual meeting will be held at a future date to be determined by the post-Business Combination company. Unless we are required to hold an annual general meeting earlier pursuant to applicable Nasdaq rules, ARYA expects to hold an annual general meeting before the end of 2024 if the Extension Amendment Proposal is approved and if we do not expect to be able to consummate a Business Combination before the end of 2024. If the Extension Amendment Proposal is not approved, or if it is approved but the Sponsor decides not to further extend the Termination Date in 2024, ARYA will dissolve and liquidate and will not hold an annual general meeting in 2024.

Unless ARYA has received contrary instructions, ARYA may send a single copy of this proxy statement to any household at which two or more shareholders reside if ARYA believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce ARYA’s expenses. However, if shareholders prefer to receive multiple sets of ARYA’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of ARYA’s disclosure documents, the shareholders should follow these instructions:

If the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at ARYA Sciences Acquisition Corp IV, 51 Astor Place, 10th Floor, New York, New York 10003, to inform us of his or her request; or if a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.

ARYA files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on ARYA at the SEC web site, which contains reports, proxy statements and other information, at: http://www.sec.gov.

This proxy statement is available without charge to shareholders of ARYA upon written or oral request. If you would like additional copies of this proxy statement or if you have questions about the proposals to be presented at the Shareholder Meeting, you should contact ARYA in writing at ARYA Sciences Acquisition Corp IV, 51 Astor Place, 10th Floor, New York, New York 10003.

If you have questions about the proposals or this proxy statement, would like additional copies of this proxy statement, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali, the proxy solicitor for ARYA, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing ARYD.info@investor.morrowsodali.com. You will not be charged for any of the documents that you request.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Shareholder Meeting, or no later than February 20, 2024.