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 Report (Date of earliest event reported): ~~April~~July 113, 2023

ARYA SCIENCES ACQUISITION CORP V

(Exact name of registrant as specified in its charter)

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 New York, NY		10003
(Address of principal executive offices)		(Zip Code)

51 Astor Place, 10th Floor
New York, NY (Address of principal executive offices)		10003 (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 of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share		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 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On ~~August~~July 83, ~~2022~~2023, ARYA Sciences Acquisition Corp V (the “Company”) ~~received~~ issued a ~~waiver~~press ~~from~~release ~~one~~announcing ofthat ~~the~~as ~~underwriters~~ of ~~its initial public offering (~~the ~~“IPO”)~~close ~~pursuant~~of tobusiness ~~which~~on ~~such~~July ~~underwriter~~14, ~~waived all rights to its 50% share~~2023, ( the ~~“Waiver”)~~publicly ofheld ~~the~~Class ~~deferred~~A ~~underwriting~~ordinary ~~commissions (the “Deferred Commissions”)~~shares, ~~which~~par ~~were~~value ~~payable~~$0.0001 ~~upon~~will ~~completion~~be ofdeemed ancancelled ~~initial business combination~~ and ~~deposited~~will ~~into~~represent only the ~~trust~~right ~~account~~to ~~established~~receive intheir ~~connection~~pro-rata ~~with~~share in the Company’s ~~IPO. In~~trust ~~connection~~account, ~~with~~because the ~~Waiver,~~Company ~~the~~will ~~underwriter~~not ~~also~~consummate ~~agreed~~an ~~that~~initial ~~(i)~~business combination within the ~~Waiver~~time isperiod ~~not~~required ~~intended~~by ~~to allocate~~ its ~~50%~~Amended ~~portion~~and ofRestated ~~the~~Memorandum ~~deferred~~and ~~underwriting~~Articles ~~commissions~~of toAssociation. ~~the~~The ~~other~~Company ~~underwriter that~~will ~~has~~ not ~~waived~~hold ~~its~~a ~~right~~general tomeeting ~~receive~~in ~~its~~view ~~share~~ of ~~the~~amending ~~deferred~~its ~~underwriting~~Amended ~~commissions~~ and ~~(ii)~~Restated ~~the~~Memorandum ~~waived~~and ~~portion~~Articles of ~~the~~Association ~~deferred~~and seeking ~~underwriting~~an ~~commissions~~extension ~~can, at the discretion~~ of the ~~Company,~~time beperiod ~~paid~~it has to ~~one~~consummate ora ~~more parties or otherwise be used in connection with an initial~~ business combination.

~~Historically,~~The ~~the~~ Company’s ~~had~~sponsor ~~recognized~~has aagreed ~~liability~~to ~~upon~~waive ~~closing of~~ its ~~IPO~~redemption inrights ~~July 2021 for a portion of the Deferred Commissions which was contingently payable upon closing of a future business combination,~~ with ~~the~~respect ~~offsetting entry resulting in an initial discount~~ to ~~the~~its ~~securities~~outstanding ~~sold~~Class inB ~~the~~ordinary ~~IPO.~~shares ~~In its previously~~ issued ~~unaudited~~prior ~~condensed~~to ~~financial statements as of and for~~ the ~~period ended September 30, 2022 (the “Quarterly Report”), the~~ Company’s ~~recognized~~ initial ~~the~~public ~~Waiver~~offering. asThere anwill ~~extinguishment,~~be ~~with~~no aredemption ~~resulting~~rights ~~non-operating~~or ~~gain~~liquidating ~~recognized~~distributions inwith ~~its~~respect ~~statement~~to ~~of operations. Upon subsequent review and analysis, management concluded that~~ the Company’s ~~should~~private ~~have~~placement ~~recognized~~shares, ~~the~~which ~~extinguishment~~will ~~of the~~be ~~contingent~~cancelled ~~liability~~for asno ~~a credit to shareholders’ deficit~~consideration.

~~Therefore,~~A ~~the~~copy ~~Company’s management and the Audit Committee~~ of the ~~Company’s~~press ~~Board~~release ofis ~~Directors~~attached ~~(the~~hereto ~~“Audit Committee”) concluded on April 11, 2023 that the financial statements for the Affected Period (~~as ~~defined~~Exhibit ~~below)~~99.1 ~~included in the Quarterly Report should no longer be relied upon~~ and ~~that it~~ is ~~appropriate~~incorporated toherein ~~restate~~by ~~the financial statements included in the Quarterly Report~~reference. ~~As such, the Company has decided to restate the financial statements included in the Quarterly Report in the Annual Report on Form 10-K for the year ended December 31, 2022 (the “10-K”).~~

~~The~~Item change in accounting for the liability extinguishment in connection with the Waiver did not have any impact on the Company’s liquidity, cash flows, costs of operating in the period included in the Quarterly Report9.01. ~~The~~Financial ~~change~~Statements in accounting for the liability extinguishment does not impact the amounts previously reported for the Company’s cash, investments held in the trust account, operating expenses or total cash flows from operations as of and ~~for the period ended September 30, 2022 (the “Affected Period”)~~Exhibits.

After re-evaluation of the accounting for the liability extinguishment in connection with the Waiver, the Company’s management has concluded that in light of the error described above, a material weakness existed in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective during the Affected Period. The Company’s remediation plan with respect to such material weakness will be described in more detail in Item 9A of Part II to the 10-K.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated July 3, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.SIGNATURES

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 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.

Dated: April 11, 2023
Dated: July 3, 2023
	ARYA Sciences Acquisition Corp V
	By:	/s/ Michael Altman
	Name:	Michael Altman
	Title:	Chief Financial Officer

Filing Compare · ARYA Sciences Acquisition Corp V