UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): April 11, 2023

Date of Report (Date of Earliest Event Reported): March 10, 2022

ARYA SCIENCES ACQUISITION CORP V

(Exact name of registrant as specified in its charter)

Cayman Islands (State or other jurisdiction of incorporation or organization) 001-40595 (Commission File Number) 98-1574672 (I.R.S. Employer Identification No.)

Cayman Islands	001-40595	98-1590338
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

51 Astor Place, 10th Floor		10003
51 Astor Place, 10th Floor New York, NY		10003
New York, New York (Address of principal executive offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

(212) 284-2300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	~~Trading Symbol(s)~~	~~Name~~Trading ~~of each exchange on which registered~~Symbol(s)		Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share	~~ARYD~~	~~The Nasdaq Capital Market~~ARYE		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

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. ☐

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

~~Historically~~On August 8, a2022, ~~portion~~ARYA ofSciences Acquisition Corp V (the ~~Class~~“Company”) received Aa ~~ordinary~~waiver ~~shares~~from one of ~~ARYA~~the ~~Sciences~~underwriters ~~Acquisition~~of ~~Corp~~its Vinitial public offering (the “~~Company~~IPO”) ~~subject~~pursuant to ~~possible~~ ~~redemption~~which ~~was~~such ~~classified~~underwriter aswaived ~~permanent~~all ~~equity~~rights to ~~maintain~~its ~~shareholders’~~50% ~~equity~~share (the ~~greater~~“Waiver”) ~~than~~of $5the ~~million~~deferred onunderwriting commissions (the ~~basis~~“Deferred ~~that~~Commissions”), ~~the~~which ~~Company~~were ~~will~~payable ~~not~~upon ~~redeem~~completion ~~its~~of ~~Class~~an Ainitial ~~ordinary~~business ~~shares~~combination inand andeposited ~~amount~~into ~~that~~the ~~would~~trust ~~cause~~account ~~its~~established ~~net~~in ~~tangible~~connection ~~assets~~with tothe beCompany’s IPO. ~~less~~ In ~~than~~connection ~~$5,000,001.~~with ~~Previously~~the Waiver, the ~~Company~~underwriter ~~did~~also ~~not~~agreed ~~consider~~that ~~redeemable~~(i) ~~stock~~the ~~classified~~Waiver asis ~~temporary~~not ~~equity~~intended asto ~~part~~allocate its 50% portion of ~~net~~the ~~tangible~~deferred ~~assets.~~underwriting ~~Pursuant~~commissions to the ~~Company’s~~other ~~re-evaluation~~underwriter that ofhas ~~the~~not ~~application~~waived ofits ~~ASC~~right ~~480-10-S99-3A~~ to receive its ~~accounting classification~~share of ~~Class~~the Adeferred ~~ordinary~~underwriting ~~shares~~commissions ~~subject~~and to(ii) ~~possible~~the ~~redemption,~~waived portion of the ~~Company’s~~deferred ~~management~~underwriting ~~has~~commissions ~~determined~~can, ~~that~~at the ~~Class~~discretion Aof ~~ordinary~~the ~~shares~~Company, ~~include~~be ~~certain~~paid ~~provisions~~to ~~that~~one ~~require~~or ~~classification~~more ofparties ~~all~~or otherwise ofbe ~~the~~used ~~Class~~in Aconnection ~~ordinary~~with ~~shares~~an ~~as temporary~~initial ~~equity~~business combination.

~~As a result~~Historically, ~~management~~the ~~corrected~~Company ~~the~~had ~~error~~recognized bya ~~reclassifying~~liability ~~all~~upon ~~Class~~closing of Aits ~~ordinary~~IPO ~~shares~~in asJuly ~~temporary~~2021 ~~equity.~~for ~~On November~~a ~~15,~~portion ~~2021,~~of the ~~Company~~Deferred ~~filed~~Commissions ~~its~~which ~~Form~~was ~~10-Q~~contingently ~~for~~payable ~~the~~upon ~~quarterly~~closing ~~period~~of ~~ending~~a ~~September~~future 30business combination, ~~2021~~with (the ~~“Q3~~offsetting ~~Form~~entry ~~10-Q”),~~resulting ~~which~~in ~~included~~an ainitial ~~Note~~discount 2,to ~~Revision~~the ofsecurities ~~Previously~~sold ~~Issued~~in ~~Financial~~the ~~Statements~~IPO. ~~(“Note~~In ~~2”)~~its ~~that~~previously ~~describes~~issued aunaudited ~~revision~~condensed tofinancial ~~the Company’s~~statements ~~classification~~as of ~~its~~and ~~Class~~for ~~A ordinary shares issued in~~ the ~~Company’s~~period ~~initial~~ended ~~public~~September ~~offering~~30, 2022 (the “~~Initial~~Quarterly ~~Public Offering~~Report”), onthe ~~July~~Company recognized ~~15,~~the ~~2021.~~Waiver ~~The~~as ~~reclassification~~an ~~resulted~~extinguishment, inwith ana ~~adjustment~~resulting tonon-operating ~~the~~gain ~~initial~~recognized ~~carrying~~in ~~value~~its statement of ~~the~~operations. ~~Class~~Upon ~~A ordinary~~subsequent ~~shares~~review ~~subject~~and toanalysis, ~~possible~~management ~~redemption~~concluded ~~with~~that the ~~offset~~Company ~~recorded~~should tohave ~~additional~~recognized ~~paid-in~~the ~~capital~~extinguishment ~~(to~~ of the ~~extent~~contingent ~~available),~~liability ~~accumulated~~as ~~deficit~~a ~~and~~credit ~~Class~~to Ashareholders’ ~~ordinary shares~~deficit.

~~The~~Therefore, ~~Company determined~~ the ~~changes were not qualitatively material to the~~ Company’s ~~previously~~management ~~issued financial statements~~ and ~~did~~the ~~not~~Audit ~~restate~~Committee ~~its~~of ~~financial statements. Instead,~~ the Company’s ~~revised~~Board ~~its~~of ~~previously~~Directors ~~filed financial statements in Note 2 to its Q3 Form 10-Q. Although~~ (the ~~qualitative~~“Audit ~~factors~~Committee”) ~~that~~concluded ~~management~~on ~~assessed~~April ~~tended~~11, to2023 ~~support a conclusion~~ that the ~~misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the~~ financial statements. ~~The~~for ~~qualitative~~the ~~and~~Affected ~~quantitative~~Period ~~factors~~(as ~~support~~defined abelow) ~~conclusion~~included ~~that~~in the ~~misstatements~~ ~~are~~Quarterly ~~material~~Report onshould ano ~~quantitative~~longer ~~basis.~~be ~~Management~~relied ~~concluded~~upon ~~that~~and ~~the misstatement was of such magnitude~~ that it is ~~probable~~appropriate ~~that~~to ~~the~~restate ~~judgment of a reasonable person relying upon~~ the financial statements ~~would~~included ~~have~~in ~~been influenced by~~ the ~~inclusion~~Quarterly ~~or correction of the foregoing items~~Report. As such, ~~upon~~the ~~further~~Company has ~~consideration~~decided ofto restate the ~~change,~~financial ~~the~~statements ~~Company~~included ~~determined~~in the ~~change~~Quarterly Report in ~~classification of~~ the ~~Class~~Annual AReport ~~ordinary~~on ~~shares~~Form is10-K ~~material~~for ~~quantitatively~~the ~~and~~year itended ~~should~~December ~~restate~~31, ~~its previously~~2022 ~~issued~~(the ~~financial statement~~“10-K”).

~~Therefore,~~The onchange ~~March~~in ~~10,~~accounting ~~2022,~~for the ~~Company’s~~liability ~~management~~extinguishment ~~and~~in ~~the~~connection ~~audit~~with ~~committee of~~ the ~~Company’s~~Waiver ~~board~~did ofnot ~~directors (the~~have ~~“Audit~~any ~~Committee”)~~impact ~~concluded~~on ~~that~~ the Company’s ~~previously~~liquidity, ~~issued~~cash ~~audited~~flows, ~~balance~~costs ~~sheet as~~ of operating ~~July~~in ~~15, 2021 (~~the ~~“Post~~period ~~IPO~~included ~~Balance~~in ~~Sheet”), filed with~~ the ~~SEC~~Quarterly onReport. ~~July~~The ~~21,~~change ~~2021~~in ~~should~~accounting befor ~~restated~~the toliability ~~report~~extinguishment ~~all~~does ~~Class~~not Aimpact ~~ordinary~~the ~~shares~~amounts ~~as temporary~~previously ~~equity~~reported ~~and~~for ~~should~~the noCompany’s ~~longer~~cash, beinvestments ~~relied~~held ~~upon.~~in ~~As such,~~ the ~~Company~~trust ~~will~~account, ~~restate~~operating ~~its~~expenses or ~~Post~~total ~~IPO~~cash ~~Balance~~flows ~~Sheet~~from inoperations ~~its~~as ~~Annual~~of ~~Report~~and ~~on Form 10-K~~ for the ~~year~~period ended ~~December~~September 3130, ~~2021~~2022 (the “Affected Period”).

~~The~~After re-evaluation of the accounting for the liability extinguishment in connection with the Waiver, the Company’s ~~does~~management ~~not~~has ~~expect~~concluded ~~any~~that in light of the error described above, ~~changes~~a ~~will~~material ~~have~~weakness ~~any~~existed ~~impact~~in the onCompany’s ~~its~~internal ~~cash~~control ~~position~~over financial reporting and ~~cash~~that ~~held~~the inCompany’s ~~its~~disclosure controls and procedures were not effective during the Affected Period. The Company’s remediation plan with respect to such material weakness will be ~~trust~~ described ~~account~~in ~~established~~more detail in ~~connection~~Item ~~with~~9A ~~the~~of ~~Initial~~Part ~~Public~~II ~~Offering~~to (the ~~“Trust Account”)~~10-K.

After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting as of the end of the fiscal quarter ended September 30, 2021 and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in Item 4 of Part 1 to the Amendment No. 1 to the Q3 Form 10-Q that the Company will be filing in connection with its assessment of the material weakness.

The Audit Committee and the Company’s management have discussed the matters disclosed pursuant to this Item 4.02(a) with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the trust ~~Trust~~account ~~Account~~ and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 15, 2022	ARYA SCIENCES ACQUISITION CORP V
Dated: April 11, 2023
	By:	/s/ Adam Stone
	ARYA Sciences Acquisition Corp V
		Name:	Adam Stone
	By:	/s/ Michael Altman
		Title:	Chief Executive Officer
	Name:	Michael Altman
	Title:	Chief Financial Officer

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