Material Agreement Form 8 K

Item 1.01.Entry into a Material Definitive Agreement.

On June 28, 2024, ARYA Sciences Acquisition Corp IV (the "Company") issued an unsecured convertible promissory note (the "Fifth Convertible Promissory Note") to ARYA Sciences Holdings IV (the "Sponsor"), pursuant to which the Company may borrow $150,000 (the "Working Capital Loan") from the Sponsor for general corporate purposes and the funding of the deposits required to be made into the Company's trust account in connection with the monthly extensions of the time period during which the Company may consummate a Business Combination (as defined below) in accordance with the Company's amended and restated memorandum and articles of association, as amended from time to time. Such loan may, at the Sponsor's discretion, be converted into the Company's Class A ordinary shares, par value $0.0001 per share (the "Working Capital Shares"), at a conversion price equal to $10.00 per Working Capital Share.

The terms of the Working Capital Shares will be identical to those of the private placement shares that were issued to the Sponsor in connection with the Company's initial public offering that was consummated on March 2, 2021. The Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid, on the effective date of an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a "Business Combination"). In the event that the Company does not consummate a Business Combination, the Fifth Convertible Promissory Note will be repaid from funds held outside of the Company's trust account, or will be forfeited, elimited or otherwise forgiven. The maturity date of the Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Fifth Convertible Promissory Note).

The foregoing description of the Fifth Convertible Promissory Note does not purport to be complete and is qualified in its entirety by the terms and conditions of thereof. A copy of the Fifth Convertible Promissory Note is attached hereto as Exhibit 10.1 and incorporated herein by reference.