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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address Of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Large accelerated filer
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☐ |
Accelerated filer
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☐
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☒ |
Smaller reporting company
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Emerging growth company
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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16
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Item 3.
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21
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Item 4.
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21
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PART II. OTHER INFORMATION
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Item 1.
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22
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Item 1A.
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22
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Item 2.
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23
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Item 3.
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23
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Item 4.
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23
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Item 5.
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23
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Item 6.
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24
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25
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Item 1. |
Condensed Financial Statements
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March 31, |
December 31, |
|||||||
2023 |
2022 |
|||||||
|
(unaudited) |
|||||||
Assets | ||||||||
Current assets:
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||||||||
Cash
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$
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$ | |||||
Prepaid expenses
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||||||||
Total current assets
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|||||||
Investments held in Trust Account
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|||||||
Total Assets
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$
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$ | |||||
Liabilities and Shareholders’ Deficit
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||||||||
Current liabilities:
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||||||||
Accounts payable
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$ | $ | ||||||
Accrued expenses
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|||||||
Due to related party
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||||||||
Total current liabilities
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|||||||
Deferred underwriting commissions
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||||||||
Total Liabilities
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|||||||
Commitments and Contingencies |
||||||||
Class A ordinary shares subject to possible redemption;
and $
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||||||||
Shareholders’ Deficit:
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||||||||
Preference shares, $
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|
|||||||
Class A ordinary shares, $
outstanding as
of March 31, 2023 and December 31, 2022, respectively
|
|
|||||||
Class B ordinary shares, $
outstanding as
of March 31, 2023 and December 31, 2022, respectively
|
|
|||||||
Additional paid-in capital
|
|
|||||||
Accumulated deficit
|
(
|
)
|
( |
) | ||||
Total shareholders’ deficit
|
(
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)
|
( |
) | ||||
Total Liabilities and Shareholders’ Deficit
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$
|
|
$ |
|
For the Three Months Ended
March 31,
|
|||||||
2023
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2022
|
|||||||
General and administrative expenses
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$
|
|
$
|
|
||||
Loss from operations
|
(
|
)
|
(
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)
|
||||
Other income (expense)
|
||||||||
Unrealized gain (loss) on investments held in Trust Account
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|
(
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)
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|||||
Total other income (expense)
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|
(
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)
|
|||||
Net income (loss)
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$
|
|
$
|
(
|
)
|
|||
|
||||||||
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
|
|
||||||
Basic and diluted net income (loss) per share, Class A ordinary share
|
$
|
|
$
|
(
|
)
|
|||
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
|
|
||||||
Basic and diluted net income (loss) per share, Class B ordinary share
|
$
|
|
$
|
(
|
)
|
|
Ordinary Shares
|
Total
|
||||||||||||||||||||||||||
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Class A
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Class B
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Additional Paid-in
|
Accumulated
|
Shareholders’
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||
Balance - December 31, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption
|
-
|
|
-
|
|
|
(
|
)
|
(
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)
|
|||||||||||||||||||
Net income
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-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Balance - March 31, 2023 (unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|
Ordinary Shares
|
Total
|
||||||||||||||||||||||||||
|
Class A
|
Class B
|
Additional Paid-in
|
Accumulated
|
Shareholders’
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||
Balance - December 31, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
Net loss
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance - March 31, 2022 (unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
(
|
)
|
|
For the Three Months Ended
March 31,
|
|||||||
2023
|
2022
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Unrealized (gain) loss on investments held in Trust Account
|
(
|
)
|
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
|
|
||||||
Accounts payable
|
|
|
||||||
Accrued expenses
|
|
|
||||||
Due to related party
|
|
|
||||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
|
||||||||
Net change in cash
|
(
|
)
|
(
|
)
|
||||
|
||||||||
Cash - beginning of the period
|
|
|
||||||
Cash - end of the period
|
$
|
|
$
|
|
• |
Level 1, defined as observable inputs such as quoted
prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in
active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little
or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are
unobservable.
|
|
For the Three Months Ended
March 31,
|
|||||||||||||||
2023
|
2022
|
|||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
||||||||||||
Basic and diluted net income (loss) per ordinary share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding
|
|
|
|
|
||||||||||||
Basic and diluted net income (loss) per ordinary share
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Gross proceeds
|
$
|
|
||
Less:
|
||||
Offering costs allocated to Class A ordinary shares subject to possible redemption
|
(
|
)
|
||
Plus:
|
||||
Waiver of deferred underwriting commission
|
||||
Accretion on Class A ordinary shares subject to possible redemption amount
|
|
|||
Class A ordinary shares subject to possible redemption at December 31, 2022 | ||||
Plus:
|
||||
Accretion on Class A ordinary shares subject to possible redemption
amount
|
||||
Class A ordinary shares subject to possible redemption at March 31, 2023
|
$
|
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||
Investments held in Trust Account
|
||||||||||||
U.S. Treasury Securities
|
$
|
|
$
|
|
$
|
|
||||||
Cash equivalents - money market funds
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||
Investments held in Trust Account
|
||||||||||||
U.S. Treasury Securities
|
$
|
|
$
|
|
$
|
|
||||||
Cash equivalents - money market funds
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
• |
we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;
|
• |
our ability to select an appropriate target business or businesses;
|
• |
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”);
|
• |
our expectations around the performance of a prospective target business or businesses;
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;
|
• |
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;
|
• |
our potential ability to obtain additional financing to complete our initial Business Combination or reimburse any loans ARYA Sciences Holdings V (the “Sponsor”) may loan to the Company (the “Working Capital Loans”);
|
• |
our pool of prospective target businesses;
|
• |
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);
|
• |
the ability of our officers and directors to generate a number of potential Business Combination opportunities;
|
• |
our ability to obtain additional financing to complete a Business Combination;
|
• |
our public securities’ potential liquidity and trading;
|
• |
the use of proceeds not held in the trust account (“Trust Account”) or available to us from interest income on the Trust Account balance;
|
• |
our ability to continue as a going concern
|
• |
the Trust Account not being subject to claims of third parties;
|
• |
our financial performance following our initial public offering (the “Initial Public Offering”);
|
• |
the amount of redemptions by our public shareholders in connection with a proposed Business Combination; and
|
• |
the other risks and uncertainties discussed herein and in our filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 12, 2023.
|
• |
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;
|
• |
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;
|
• |
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;
|
• |
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
|
• |
may adversely affect prevailing market prices for our Class A ordinary shares.
|
• |
default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
|
• |
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;
|
• |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
• |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
• |
our inability to pay dividends on our Class A ordinary shares;
|
• |
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;
|
• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
• |
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 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities.
|
Item 3. |
Defaults upon Senior Securities
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits.
|
Exhibit
Number
|
Description
|
|
Amended and Restated Memorandum and Articles of Association.(1)
|
||
Specimen Ordinary Share Certificate.(2)
|
||
Private Placement Shares Purchase Agreement between the Company and the Sponsor.(1)
|
||
Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(1)
|
||
Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein.(1)
|
||
Letter Agreement among the Company, the Sponsor and the Company’s officers and directors.(1)
|
||
Administrative Services Agreement between the Company and the Sponsor.(1)
|
||
Form of Indemnity Agreement.(2)
|
||
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*
|
||
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
||
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
||
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**
|
||
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 Document.*
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.*
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*
|
* |
Filed herewith.
|
** |
Furnished 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 Registration Statement on Form S-1, filed with the SEC on June 24, 2021.
|
Dated: May 12, 2023
|
ARYA SCIENCES ACQUISITION CORP V
|
|
|
||
|
By:
|
/s/ Michael Altman
|
|
Name:
|
Michael Altman
|
|
Title:
|
Chief Financial Officer
|