ARYA Sciences Acquisition Corp V - Annual Report: 2022 (Form 10-K)

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SECURITIES AND EXCHANGE COMMISSION

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 Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the outstanding Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”), other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Class A ordinary shares on June 30, 2022, as reported on the Nasdaq Capital Market (“Nasdaq”), was $145,314,000 (based on the Nasdaq closing sales price of the Class A ordinary shares on June 30, 2022 of $9.72).

Documents Incorporated by Reference: None

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	Page
PART I	1
Item 1. Business	1
Item 1A. Risk Factors	23
Item 1B. Unresolved Staff Comments	60
Item 2. Properties	60
Item 3. Legal Proceedings	60
Item 4. Mine Safety Disclosures	60
PART II	61
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	61
Item 6. [Reserved]	62
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	62
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.	67
Item 8. Financial Statements and Supplementary Data.	67
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	67
Item 9A. Controls and Procedures	67
Item 9B. Other Information	68
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.	68
PART III	69
Item 10. Directors, Executive Officers and Corporate Governance	69
Item 11. Executive Compensation	78
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	79
Item 13. Certain Relationships and Related Transactions, and Director Independence	81
Item 14. Principal Accountant Fees and Services	82
PART IV	84
Item 15. Exhibits, Financial Statement Schedules	84
Item 16. Form 10-K Summary	85
INDEX TO FINANCIAL STATEMENTS	F-1

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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 a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “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 or reimburse any working capital loans;

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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 general economic and political conditions such as recessions, interest rates, international currency fluctuations and health epidemics and pandemics (including the ongoing COVID-19 pandemic), inflation, changes in diplomatic and trade relationships and acts of war or terrorism (such as the military conflict between Ukraine, the Russian Federation and Belarus that started 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 ability to obtain additional financing to complete a Business Combination;

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our public share’s 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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our ability to continue as a going concern;

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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;

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the amount of redemptions by our public shareholders in connection with a proposed Business Combination;

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the use of funds not held in the Trust Account (as defined in this Report) or available to us from interest income on the Trust Account balance; 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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our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, officers, advisors or any of their affiliates may purchase shares from public shareholders outside the redemption process, along with the purpose of such purchases;

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if our sponsor, directors, officers, advisors or any of their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

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our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, officers, advisors or any of their affiliates would not be voted in favor of approving the business combination transaction;

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our sponsor, directors, officers, advisors or any of their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

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we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

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the amount of our securities purchased outside of the redemption offer by our sponsor, directors, executive officers, advisors or any of their affiliates, along with the purchase price;

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the purpose of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates;

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the impact, if any, of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates on the likelihood that the business combination transaction will be approved;

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the identities of our security holders who sold to our sponsor, directors, executive officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, directors, executive officers, advisors or any of their affiliates; and

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the number of our securities for which we have received redemption requests pursuant to our redemption offer.

		Redemptions in Connection with our Initial Business Combination		Other Permitted Purchases of Public Shares by us or our Affiliates		Redemptions if we fail to Complete an Initial Business Combination
Calculation of redemption price		Redemptions at the time of our initial Business Combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the trust account and (which shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 as described elsewhere in this Report and any limitations (including but not limited to cash requirements) agreed to in connections with the negotiation of terms of a proposed initial Business Combination.		If we seek shareholder approval of our initial Business Combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately-negotiated transactions or in the open market either prior to or following completion of our initial business combination. If any of our sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.		If we are unable to complete our initial Business Combination within 24 months from the closing of our Initial Public Offering, we will redeem all 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 (which shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.

Impact to remaining shareholders

The redemptions in connection with our initial Business Combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable.

If the permitted purchases described above are made there would be no impact to our remaining shareholders because the purchase price would not be paid by us. In the event our sponsor, directors, officers, advisors or any of their affiliates were to purchase shares from public shareholders, such purchases would by structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through disclosing the following in our registration statement/proxy statement filed for our Business Combination transaction: the possibility that our sponsor, directors, officers, advisors or any of their affiliates may purchase shares from public shareholders outside the redemption process, along with the purpose of such purchases; a representation that any of our securities purchased by our sponsor, directors, executive officers, advisors or any of their affiliates would not be voted in favor of approving the Business Combination transaction; and our sponsor, directors, officers, advisors or any of their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights. Additionally, we would disclose in a Form 8-K, before our security holder meeting to approve the Business Combination transaction, the following material items: the amount of our securities purchased outside of the redemption offer by our sponsor, directors, officers, advisors or any of their affiliates, along with the purchase price; the purpose of the purchases by our sponsor, directors, officers, advisors or any of their affiliates; the impact, if any, of the purchases by our sponsor, directors, officers, advisors or any of their affiliates on the likelihood that the Business Combination transaction will be approved; the identities of our security holders who sold to our sponsor, directors, officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, directors, officers, advisors or any of their affiliates; and the number of our securities for which the we have received redemption requests pursuant to our redemption offer.

The redemption of our public shares if we fail to complete an initial Business Combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions.

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our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, officers, advisors or any of their affiliates may purchase shares from public shareholders outside the redemption process, along with the purpose of such purchases;

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if our sponsor, directors, officers, advisors or any of their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

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our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, officers, advisors or any of their affiliates would not be voted in favor of approving the business combination transaction;

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our sponsor, directors, officers, advisors or any of their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

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we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

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the amount of our securities purchased outside of the redemption offer by our sponsor, directors, executive officers, advisors or any of their affiliates, along with the purchase price;

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the purpose of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates;

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the impact, if any, of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates on the likelihood that the business combination transaction will be approved;

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the identities of our security holders who sold to our sponsor, directors, executive officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, directors, executive officers, advisors or any of their affiliates; and

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the number of our securities for which we have received redemption requests pursuant to our redemption offer.

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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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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

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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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.

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

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		67		Chairman
Adam Stone		43		Chief Executive Officer and Director
Michael Altman		41		Chief Financial Officer and Director
Konstantin Poukalov		39		Chief Business Officer
Todd Wider		58		Director
Jake Bauer		44		Director
Sanjiv K. Patel		49		Director
Debra Yu		58		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 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
		LianBio		Biotechnology		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

INDIVIDUAL		ENTITY		ENTITY’S BUSINESS		AFFILIATION
		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		Panacea Venture		Venture Capital Fund		Partner and Chief Operating Officer
		JW (Cayman) Therapeutics Co. Ltd.		Biotechnology Company		Director
		MeiraGTx Holdings plc		Biotechnology Company		Director

•

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.

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				*				-				-				*
Debra 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)			-				-				1,000,000				6.5	%			5.2	%
Citadel Advisors LLC(7)			-				-				1,062,352				6.9	%			5.5	%
Aristeia Capital, L.L.C.(8)			-				-				1,354,935				8.8	%			7.1	%

*	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 February 14, 2023. 683 Capital Management, LLC, as the investment manager of 683 Capital Partners, LP, may be deemed to have beneficially owned the 1,000,000 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 1,000,000 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 1700 Broadway, Suite 4200, New York, New York 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, 2023. 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 Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida 33131.

(8)

Includes Class A ordinary shares beneficially held by one or more private investment funds, for which Aristeia Capital, LLC is the investment manager with voting and investment control, based solely on the Schedule 13G filed jointly with the SEC on February 14, 2023. Aristeia Capital, LLC is a Delaware limited liability company. The business address of each of Aristeia Capital, LLC is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

Item 15.

Exhibits, Financial Statement Schedules

(a)	The following documents are filed as part of this Report:

(1)

Financial Statements

(3)

Exhibits

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*
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).*

*	Filed herewith

(1)	Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on July 15, 2021.

(2)	Incorporated by reference to the registrant’s Form S-1, filed with the SEC on June 24, 2021.

April 12, 2023
	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		April 12, 2023
Joseph Edelman
/s/ Adam Stone		Chief Executive Officer and Director		April 12, 2023
Adam Stone		(Principal Executive Officer)
/s/ Michael Altman		Chief Financial Officer and Director		April 12, 2023
Michael Altman		(Principal Financial and Accounting Officer)
/s/ Todd Wider		Director		April 12, 2023
Todd Wider
/s/ Jake Bauer		Director		April 12, 2023
Jake Bauer
/s/ Sanjiv K. Patel		Director		April 12, 2023
Sanjiv K. Patel
/s/ Debra Yu		Director		April 12, 2023
Debra Yu

	Page
Audited Financial Statements of ARYA Sciences Acquisition Corp V:
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2022 and 2021	F-3
Statements of Operations for the years ended December 31, 2022 and for the period from February 22, 2021 (inception) through December 31, 2021	F-4
Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2022 and for the period from February 22, 2021 (inception) through December 31, 2021	F-5
Statements of Cash Flows for the years ended December 31, 2022 and for the period from February 22, 2021 (inception) through December 31, 2021	F-6
Notes to Financial Statements	F-7

Assets		2022				2021
Current assets:
Cash		$	385,187			$	775,885
Prepaid expenses			157,000				460,995
Total current assets			542,187				1,236,880
Investments held in Trust Account			151,601,721				149,530,514
Total Assets		$	152,143,908			$	150,767,394
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable		$	11,466			$	12,663
Accrued expenses			2,776,182				2,703,653
Due to related party			90,000				-
Total current liabilities			2,877,648				2,716,316
Deferred underwriting commissions			2,616,250				5,232,500
Total Liabilities			5,493,898				7,948,816
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 14,950,000 shares at redemption value of approximately $10.13 and $10.00 per share at December 31, 2022 and 2021, respectively			151,501,721				149,500,000
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2022 and 2021			-				-
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 499,000 shares issued and outstanding at December 31, 2022 and 2021, respectively			50				50
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,737,500 shares issued and outstanding at December 31, 2022 and 2021, respectively			374				374
Additional paid-in capital			-				-
Accumulated deficit			(4,852,135	)			(6,681,846	)
Total shareholders’ deficit			(4,851,711	)			(6,681,422	)
Total Liabilities and Shareholders’ Deficit		$	152,143,908			$	150,767,394

Note 2 – Restatement of Previously Issued Financial Statements

		For the three months ended September 30, 2022 (unaudited)
		As Previously Reported				Restatement Adjustment				As Restated
General and administrative expenses		$	163,022			$	-			$	163,022
Loss from operations			(163,022	)			-				(163,022	)
Other income
Gain from settlement of deferred underwriting commissions			2,616,250				(2,616,250	)			-
Unrealized gain on investments held in Trust Account			661,899				-				661,899
Total other income			3,278,149				(2,616,250	)			661,899
Net income		$	3,115,127			$	(2,616,250	)		$	498,877
Basic and diluted weighted average shares outstanding of Class A ordinary shares			15,449,000								15,449,000
Basic and diluted net income per share, Class A ordinary share		$	0.16			$	(0.14	)		$	0.02
Basic and diluted weighted average shares outstanding of Class B ordinary shares			3,737,500								3,737,500
Basic and diluted net income per share, Class B ordinary share		$	0.16			$	(0.14	)		$	0.02

		For the nine months ended September 30, 2022 (unaudited)
		As Previously Reported				Restatement Adjustment				As Restated
General and administrative expenses		$	627,680			$	-			$	627,680
Loss from operations			(627,680	)			-				(627,680	)
Other income
Gain from settlement of deferred underwriting commissions			2,616,250				(2,616,250	)			-
Unrealized gain on investments held in Trust Account			849,701				-				849,701
Total other income			3,465,951				(2,616,250	)			849,701
Net income		$	2,838,271			$	(2,616,250	)		$	222,021
Basic and diluted weighted average shares outstanding of Class A ordinary shares			15,449,000								15,449,000
Basic and diluted net income per share, Class A ordinary share		$	0.15			$	(0.14	)		$	0.01
Basic and diluted weighted average shares outstanding of Class B ordinary shares			3,737,500								3,737,500
Basic and diluted net income per share, Class B ordinary share		$	0.15			$	(0.14	)		$	0.01

		For the nine months ended September 30, 2022 (unaudited)
		As Previously Reported				Restatement Adjustment				As Restated
Cash Flows from Operating Activities:
Net income		$	2,838,271			$	(2,616,250)	)		$	222,021
Adjustments to reconcile net income to net cash used in operating activities:
Gain from settlement of deferred underwriting commissions			(2,616,250)	)			2,616,250				-
Unrealized gain on investments held in Trust Account			(849,701)	)							(849,701)	)
Changes in operating assets and liabilities:											-
Prepaid expenses			211,620								211,620
Accounts payable			78								78
Accrued expenses			(725)	)							(725)	)
Due to related party			60,000								60,000
Net cash used in operating activities			(356,707)	)			-				(356,707)	)
Net change in cash			(356,707)	)			-				(356,707)	)
Cash - beginning of the period			775,885				-				775,885
Cash - end of the period		$	419,178			$	-			$	419,178
Supplemental disclosure of noncash activities:
Extinguishment of deferred underwriting commissions allocated to public shares		$	-			$	2,616,250			$	2,616,250