ARYA Sciences Acquisition Corp V - Annual Report: 2021 (Form 10-K)

Registrant’s telephone number, including area code: (212) 284-2300

			PAGE
PART I
	Item 1.	Business	6
	Item 1A.	Risk Factors	31
	Item 1B.	Unresolved Staff Comments	74
	Item 2.	Properties	74
	Item 3.	Legal Proceedings	74
	Item 4.	Mine Safety Disclosures	74
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	74
	Item 6.	[Reserved]	76
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	76
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	82
	Item 8.	Financial Statements and Supplementary Data.	82
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	82
	Item 9A.	Controls and Procedures Evaluation of Disclosure Controls and Procedures	82
	Item 9B.	Other Information	83
	Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.	83
Part III
	Item 10.	Directors, Executive Officers and Corporate Governance	84
	Item 11.	Executive Compensation	96
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	97
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	99
	Item 14.	Principal Accountant Fees and Services	101
PART IV
	Item 15.	Exhibits, Financial Statement Schedules	102
	Item 16.	Form 10-K Summary	102

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“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

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“company,” “we,” “us,” “our,” or “our company” are to ARYA Sciences Acquisition Corp V, a Cayman Islands exempted company;

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“founders” are to Joseph Edelman, Adam Stone, Michael Altman and Konstantin Poukalov, senior executives of Perceptive Advisors;

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“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our Initial Public Offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

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“initial shareholders” are to our sponsor and each other holder of founder shares upon the consummation of our Initial Public Offering;

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“Initial Public Offering” refers to our initial public offering for our Class A ordinary shares;

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“management” or “our management team” are to our executive officers and directors (including our directors who became directors at the consummation of our Initial Public Offering);

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“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

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“Perceptive Advisors” are to Perceptive Advisors, LLC, an affiliate of our sponsor;

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“private placement shares” are to the Class A ordinary shares issued to our sponsor in a private placement simultaneously with the closing of our Initial Public Offering (which private placement shares are identical to the shares sold in our Initial Public Offering, subject to certain limited exceptions, as described herein) and upon conversion of working capital loans;

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“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

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“public shares” are to our Class A ordinary shares in our Initial Public Offering (whether they are purchased in our Initial Public Offering or thereafter in the open market); and

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“sponsor” are to ARYA Sciences Holdings V, a Cayman Islands exempted limited company.

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we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

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our ability to select an appropriate target business or businesses;

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our ability to complete our initial business combination;

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our expectations around the performance of a prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective target businesses;

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our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic and the military conflict that started between the Russian Federation, Belarus and Ukraine in February 2022;

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the ability of our officers and directors to generate a number of potential business combination opportunities;

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our public securities’ potential liquidity and trading;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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the trust account not being subject to claims of third parties;

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our financial performance following our Initial Public Offering; and

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the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report.

Item 1.

Business

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have a scientific or other competitive advantage in the markets in which they operate and which can benefit from access to additional capital as well as our industry relationships and expertise;

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are ready to be public, with strong management, corporate governance and reporting policies in place;

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will likely be well received by public investors and are expected to have good access to the public capital markets;

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have significant embedded and/or underexploited growth opportunities;

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exhibit unrecognized value or other characteristics that we believe have been misevaluated by the market based on our rigorous analysis and scientific and business due diligence review; and

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will offer attractive risk-adjusted equity returns for our shareholders.

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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

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cause us to depend on the marketing and sale of a single product or limited number of products or services.

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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

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cause us to depend on the marketing and sale of a single product or limited number of products or services.

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we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding (excluding the private placement shares) or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding (excluding the private placement shares);

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any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or

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the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

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the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

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the expected cost of holding a shareholder vote;

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the risk that the shareholders would fail to approve the proposed business combination;

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other time and budget constraints of the company; and

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additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

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file proxy materials with the SEC.

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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

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file proxy materials with the SEC.

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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Item 1A.

Risk Factors

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may significantly dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

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could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

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may adversely affect prevailing market prices for our Class A ordinary shares.

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A ordinary shares;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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restrictions on the nature of our investments; and

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restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

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registration as an investment company with the SEC;

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adoption of a specific form of corporate structure; and

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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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we have a board that includes a majority of “independent directors,” as defined under Nasdaq rules;

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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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we have independent director oversight of our director nominations.

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costs and difficulties inherent in managing cross-border business operations;

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes on individuals;

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laws governing the manner in which future business combinations may be effected;

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exchange listing and/or delisting requirements;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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local or regional economic policies and market conditions;

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unexpected changes in regulatory requirements;

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longer payment cycles;

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tax issues, such as tax law changes and variations in tax laws as compared to the United States;

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currency fluctuations and exchange controls;

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rates of inflation;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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underdeveloped or unpredictable legal or regulatory systems;

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corruption;

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protection of intellectual property;

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social unrest, crime, strikes, riots and civil disturbances;

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regime changes and political upheaval;

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terrorist attacks, natural disasters and wars, including the military conflict between Ukraine, the Russian Federation and Belarus that started in February 2022; and

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deterioration of political relations with the United States.

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

(a)	Market Information

(b)

Holders

(c)

Dividends

(d)	Securities Authorized for Issuance under Equity Compensation Plans

(e)	Performance Graph

(f)	Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

(g)	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 6.

[Reserved]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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may significantly dilute the equity interest of investors in our Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

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could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

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may adversely affect prevailing market prices for our Class A ordinary shares.

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A ordinary shares;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Item 8.

Financial Statements and Supplementary Data.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures Evaluation of Disclosure Controls and Procedures

Item 9B.

Other Information

Item 9C.

Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.

Item 10.

Directors, Executive Officers and Corporate Governance

Name		Age		Position
Joseph Edelman		65		Chairman
Adam Stone		41		Chief Executive Officer and Director
Michael Altman		39		Chief Financial Officer and Director
Konstantin Poukalov		37		Chief Business Officer
Todd Wider		56		Director
Jake Bauer		42		Director
Sanjiv K. Patel		48		Director
Debra Yu		56		Director

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meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

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monitoring the independence of the independent registered public accounting firm;

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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

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inquiring and discussing with management our compliance with applicable laws and regulations;

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pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

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appointing or replacing the independent registered public accounting firm;

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determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

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monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our Initial Public Offering; and

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reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

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should have demonstrated notable or significant achievements in business, education or public service;

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should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

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should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

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reviewing and approving the compensation of all of our other Section 16 executive officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

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duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

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duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

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directors should not improperly fetter the exercise of future discretion;

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duty to exercise powers fairly as between different sections of shareholders;

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duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

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duty to exercise independent judgment.

INDIVIDUAL		ENTITY		ENTITY’S BUSINESS		AFFILIATION
Joseph Edelman		Perceptive Advisors, LLC		Hedge Fund		Chief Executive Officer and Portfolio Manager
		Athira Pharma, Inc.		Biotechnology		Director
		ARYA Sciences Acquisition Corp IV		Special Purpose Acquisition Company		Chairman
Adam Stone		Perceptive Advisors, LLC		Hedge Fund		Chief Investment Officer
		Solid Biosciences		Pharmaceuticals		Director
		Renovia		Healthcare		Director
		Xontogeny		Biotechnology		Director
		Immatics N.V.		Biotechnology		Director
		ARYA Sciences Acquisition Corp IV		Special Purpose Acquisition Company		Chief Executive Officer and Director
Michael Altman		Perceptive Advisors, LLC		Hedge Fund		Managing Director
		Vitruvius Therapeutics		Pharmaceuticals		Director
		Covid Apollo Project LLC		Medical Diagnostics		Director
		Lyra Therapeutics		Healthcare		Director
		Nautilus Biotechnology, Inc.		Biotechnology		Director
		ARYA Sciences Acquisition Corp IV		Special Purpose Acquisition Company		Chief Financial Officer and Director
Konstantin Poukalov		Perceptive Advisors, LLC		Hedge Fund		Managing Director
		Lyra Therapeutics		Healthcare		Director
		Landos Biopharma, Inc.		Healthcare		Director
		LianBio		Biotechnology		Director
		ARYA Sciences Acquisition Corp IV		Special Purpose Acquisition Company		Chief Business Officer
Todd Wider		Abeona Therapeutics, Inc.		Pharmaceuticals		Director
		Emendo Biotherapeutics		Biopharmaceuticals		Director
		ARYA Sciences Acquisition Corp IV		Special Purpose Acquisition Company		Director
Jake Bauer		Phoenix Tissue Repair, Inc.	​	Biopharmaceuticals	​	​Director
		Enliven Therapeutics, Inc.	​	Biopharmaceuticals	​	​Director
		Attralus, Inc.		Biopharmaceuticals	​	​Director
		Simcha Therapeutics, Inc		Biopharmaceuticals		Director
		ARCH Venture Partners		Venture Capital		Venture Partner
		SR One Capital Management		Venture Capital		Venture Partner
Sanjiv K. Patel		Relay Therapeutics, Inc.	​	Precision Medicine	​	President and Chief Executive Officer
		Prothena Corporation plc	​	Investigational Therapeutics	​	​​Director
			​		​	​
Debra Yu		LianBio	​	Biotechnology	​	​President and Chief Strategy Officer

•

Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

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Our sponsor subscribed for founder shares in March 2021 and purchased private placement shares in a transaction that closed simultaneously with the closing of our Initial Public Offering. In June 2021, our sponsor transferred 30,000 founder shares to each of Todd Wider, Jake Bauer, Sanjiv K. Patel and Debra Yu. Our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares purchased during or after our Initial Public Offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the required time period. If we do not complete our initial business combination within the required time period, the private placement shares will be worthless. Except as described herein, our sponsor and our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement shares will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director own ordinary shares directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

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Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

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each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

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each of our executive officers and directors that beneficially owns our ordinary shares; and

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all our executive officers and directors as a group.

		Class B ordinary shares								Class A ordinary shares								Ordinary shares
Name of Beneficial Owners(1)		Number of Shares Beneficially Owned				Approximate Percentage of Class				Number of Shares Beneficially Owned				Approximate Percentage of Class				Approximate Percentage of Voting Control(2)
Arya Sciences Holdings V (our sponsor)(3)			3,617,500				96.8	%			499,000				3.2	%			21.5	%
Joseph Edelman(4)			—				—				—				—				—
Adam Stone(3)			3,617,500				96.8	%			499,000				3.2	%			21.5	%
Michael Altman(3)			3,617,500				96.8	%			499,000				3.2	%			21.5	%
Konstantin Poukalov(4)			—				—				—				—				—
Jake Bauer			30,000				*				—				—				*
Todd Wider			30,000				*				—				—				*
Sanjiv K. Patel			30,000				*				—				—				*
Debrau Yu			30,000				*				—				—				*
All officers and directors as a group (eight individuals)			3,737,500				100	%			499,000				3.2	%			22.1	%
RA Capital Management, L.P.(5)			—				—				1,000,000				6.5	%			5.2	%
683 Capital Management, LLC(6)			—				—				900,000				5.8	%			4.7	%
Citadel Advisors LLC(7)			—				—				1,062,131				6.9	%			5.5	%
Nantahala Capital Management, LLC(8)			—				—				999,811				6.5	%			5.2	%

*	Less than one percent.

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 51 Astor Place, 10th Floor, New York, NY 10003.

(2)	Assuming the automatic conversion of Class B ordinary shares into Class A ordinary shares at the time of the Company’s initial business combination.

(3)

The sponsor is the record holder of the Class B ordinary shares. The sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman. 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 Class B ordinary shares held directly by the sponsor.

(4)	Does not include any shares indirectly owned by this individual because of his ownership interest in our sponsor.

(5)

Includes Class A ordinary shares beneficially held by RA Capital Management, L.P., a Delaware limited partnership (“RA Capital”), Peter Kolchinsky, a United States citizen, Rajeev Shah, a United States citizen, and RA Capital Healthcare Fund, L.P., a Delaware limited partnership (the “Fund”), based solely on the Schedule 13G filed jointly by RA Capital, Peter Kolchinsky, Rajeev Shah, and the Fund, with the SEC on July 23, 2021. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Exchange Act, of any Class A ordinary shares held by the Fund and the Account. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the Class A ordinary shares reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Exchange Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Exchange Act, of any Class A ordinary shares beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim ownership of the Class A ordinary shares other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act. The business address of each of RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. is c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116.

(6)

Includes Class A ordinary shares beneficially held by 683 Capital Management, LLC, 683 Capital Partners, LP and Ari Zweiman, based solely on the Schedule 13G filed jointly with the SEC on July 23, 2021. 683 Capital Management, LLC, as the investment manager of 683 Capital Partners, LP, may be deemed to have beneficially owned the 900,000 Class A ordinary shares beneficially owned by 683 Capital Partners, LP. Ari Zweiman, as the Managing Member of 683 Capital Management, LLC, may be deemed to have beneficially owned the 900,000 Class A ordinary shares beneficially owned by 683 Capital Management, LLC. 683 Capital Management, LLC is a Delaware limited liability company.  683 Capital Partners, LP is a Delaware limited partnership.  Ari Zweiman is a citizen of the United States. The business address of each of 683 Capital Management, LLC, 683 Capital Partners, LP and Ari Zweiman is 3 Columbus Circle, Suite 2205, New York, NY 10019.

(7)

Includes Class A ordinary shares beneficially held by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities LLC (“Citadel Securities”), based solely on the Schedule 13G filed jointly by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities, Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Citadel Reporting Persons”) with the SEC on February 14, 2022. Citadel Advisors is the portfolio manager for CM.  CAH is the sole member of Citadel Advisors.  CGP is the general partner of CAH.  CALC4 is the non-member manager of Citadel Securities.  CSGP is the general partner of CALC4.  Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The business address of each of the Citadel Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

(8)

Includes Class A ordinary shares beneficially held by Nantahala Capital Management, LLC, Wilmot B. Harkey and Daniel Mack, based solely on the Schedule 13G filed jointly with the SEC on February 14, 2022. Nantahala may be deemed to be the beneficial owner of 999,811 Class A ordinary shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner with shares power to dispose or to director the disposition of those Class A ordinary shares. The business address of each of Nantahala Capital Management, LLC, Wilmot B. Harkey and Daniel Mack is 130 Main St. 2nd Floor, New Canaan, CT 06840.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

Item 15.

Exhibits, Financial Statement Schedules

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association.(1)
4.1		Specimen Ordinary Share Certificate.(2)
4.2		Description of Registrant’s Securities(3)
10.1		Private Placement Shares Purchase Agreement between the Company and the Sponsor.(1)
10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(1)
10.3		Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein.(1)
10.4		Letter Agreement among the Company, the Sponsor and the Company’s officers and directors.(1)
10.5		Administrative Services Agreement between the Company and the Sponsor.(1)
10.6		Form of Indemnity Agreement.(2)
21		Subsidiaries of the Company.*
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
101.INS		Inline XBRL Instance Document.* (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase.*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

Item 16.

Form 10-K Summary

March 31, 2022
	ARYA SCIENCES ACQUISITION CORP V
	/s/ Michael Altman
	Name:	Michael Altman
	Title:	Chief Financial Officer

Name		Position		Date
/s/ Joseph Edelman		Chairman of the Board of Directors		March 31, 2022
Joseph Edelman
/s/ Adam Stone		Chief Executive Officer and Director		March 31, 2022
Adam Stone		(Principle Executive Officer)
/s/ Michael Altman		Chief Financial Officer and Director		March 31, 2022
Michael Altman		(Principle Financial and Accounting Officer)
/s/ Todd Wider		Director		March 31, 2022
Todd Wider
/s/ Jake Bauer		Director		March 31, 2022
Jake Bauer
/s/ Sanjiv K. Patel		Director		March 31, 2022
Sanjiv K. Patel
/s/ Debra Yu		Director		March 31, 2022
Debra Yu