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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSONS
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ARYA Sciences Holdings IV
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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|||
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6
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SHARED VOTING POWER
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4,146,5001
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||||
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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||||
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8
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SHARED DISPOSITIVE POWER
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||
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4,146,5001
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,146,5001
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 22.7%2 |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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Represents 499,000 Class A ordinary shares and Class A ordinary shares to be issued upon the automatic conversion of 3,647,500 Class B ordinary shares at the time of the Issuer’s initial business combination.
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2
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Calculated based on (i) 15,449,000 Class A ordinary shares outstanding as of December 14, 2021 as reported on the Issuer’s Form 10-Q/A, filed on December 14, 2021 and (ii) 3,647,500 Class A ordinary shares
issuable upon conversion of 3,647,500 Class B ordinary shares beneficially owned by the Reporting Persons.
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1
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NAMES OF REPORTING PERSONS
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Adam Stone
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
|
|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.
|
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
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| 0 |
|
|
|||
|
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|
||||
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6
|
SHARED VOTING POWER
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|
|
||
|
4,146,5001
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
4,146,5001
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
4,146,5001
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
| 22.7%2 |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
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IN
|
|
|
|||
|
|
|
||||
| 1 |
Represents 499,000 Class A ordinary shares and Class A ordinary shares to be issued upon the automatic conversion of 3,647,500 Class B ordinary shares at the time of the Issuer’s initial business combination.
|
| 2 |
Calculated based on (i) 15,449,000 Class A ordinary shares outstanding as of December 14, 2021 as reported on the Issuer’s Form 10-Q/A, filed on December 14, 2021 and (ii) 3,647,500 Class A ordinary shares
issuable upon conversion of 3,647,500 Class B ordinary shares beneficially owned by the Reporting Persons.
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|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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Michael Altman
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|
|
|||
|
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|
||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
U.S.
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
4,146,5001
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
4,146,5001
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
4,146,5001
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
| 22.7%2 |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
| 1 |
Represents 499,000 Class A ordinary shares and Class A ordinary shares to be issued upon the automatic conversion of 3,647,500 Class B ordinary shares at the time of the Issuer’s initial business combination.
|
| 2 |
Calculated based on (i) 15,449,000 Class A ordinary shares outstanding as of December 14, 2021 as reported on the Issuer’s Form 10-Q/A, filed on December 14, 2021 and (ii) 3,647,500 Class A ordinary shares
issuable upon conversion of 3,647,500 Class B ordinary shares beneficially owned by the Reporting Persons.
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Item 1(a).
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Name of Issuer
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Item 1(b).
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Address of the Issuer’s Principal Executive Offices
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Item 2(a).
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Names of Persons Filing
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(i)
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ARYA Sciences Holdings IV (the “Sponsor”); and
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(ii)
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Adam Stone;
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(iii)
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Michael Altman
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Item 2(b)/(c).
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Citizenship & Address of the Principal Business Office, or if none, Residence:
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Item 2(d).
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Title of Class of Securities
|
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Item 2(e).
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CUSIP Number
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
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Item 4.
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Ownership
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(a)
|
Amount beneficially owned:
|
| (b) |
Percent of Class:
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| (c) |
Number of shares as to which the Reporting Person has:
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| (i) |
Sole power to vote or to direct the vote:
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| (ii) |
Shared power to vote or to direct the vote:
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| (iii) |
Sole power to dispose or to direct the disposition of:
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| (iv) |
Shared power to dispose or to direct the disposition of:
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
|
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Item 10.
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Certification
|
|
ARYA Sciences Holdings IV
|
||
|
/s/ Samuel M. Cohn
|
||
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Name: Samuel M. Cohn
|
||
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Title: Secretary
|
||
|
Joint Filing Agreement, dated as of February 11, 2022
|