Cayman Islands
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001-40595
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98-1590338
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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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51 Astor Place, 10th Floor
New York, NY
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10003
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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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Class A Ordinary Share, $0.0001 par value
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ARYE
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The Nasdaq Capital Market
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Large accelerated filer
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☐ |
Accelerated filer
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☐
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Non-accelerated filer
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☒ |
Smaller reporting company
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☒
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Emerging growth company
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☒
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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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14
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Item 3.
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18
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Item 4.
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18
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PART II. OTHER INFORMATION
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Item 1.
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19
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Item 1A.
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19
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Item 2.
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19
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Item 3.
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19 | |
Item 4.
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20
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Item 5.
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20
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Item 6.
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20
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Item 1. |
Condensed Financial Statements
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Assets
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||||
Current assets:
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||||
Cash
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$
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42,092
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||
Total current assets
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42,092
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|||
Deferred offering costs associated with initial public offering
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317,166
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|||
Total Assets
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$
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359,258
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||
Liabilities and Shareholder's Equity
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||||
Current liabilities:
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||||
Accrued expenses
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$
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200,750
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||
Note payable - related party
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150,000
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|||
Total current liabilities
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350,750
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|||
Total Liabilities
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350,750
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|||
Shareholder's Equity:
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||||
Preference shares, $0.0001 par value;
1,000,000 shares authorized; none issued and outstanding
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-
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|||
Class A ordinary shares, $0.0001 par
value; 479,000,000 shares authorized; none issued and outstanding
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-
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|||
Class B ordinary shares, $0.0001 par
value; 20,000,000 shares authorized; 3,737,500 shares issued and outstanding (1)
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374
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|||
Additional paid-in capital
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24,626
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|||
Accumulated deficit
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(16,492
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)
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||
Total shareholder's equity
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8,508
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|||
Total Liabilities and Shareholder's Equity
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$
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359,258
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(1)
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This number excludes an aggregate of up to
487,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full
or in part by the underwriters. On July 15, 2021, the underwriters fully exercised the over-allotment option to purchase additional 1,950,000 Public Shares. As a result, the 487,500
Class B ordinary shares were no longer subject to forfeiture (see Note 4 and 6).
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For the three months ended
June 30,
2021
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For the period from February
22, 2021 (inception) through
June 30,
2021
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|||||||
General and administrative expenses
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$
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7,202
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$
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16,492
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||||
Net loss
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$
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(7,202
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)
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$
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(16,492
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)
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||
Weighted average Class B ordinary shares outstanding, basic and diluted (1)
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3,250,000
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3,250,000
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||||||
Basic and diluted net loss per Class B ordinary share
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$
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0.00
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$
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(0.01
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)
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(1)
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This number excludes an aggregate of up to 487,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On
July 15, 2021, the underwriters fully exercised the over-allotment option to purchase additional 1,950,000 Public Shares. As a
result, the 487,500 Class B ordinary shares were no longer subject to forfeiture (see Note 4 and 6).
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Ordinary Shares
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Total | |||||||||||||||||||||||||
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Class A
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Class B
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Additional Paid-in | Accumulated | Shareholder's | |||||||||||||||||||||||
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Shares
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Amount
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Shares(1)
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Amount
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Capital
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Deficit
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Equity
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|||||||||||||||||||||
Balance - February 22, 2021 (inception)
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-
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$
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-
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-
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$
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-
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$
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-
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$
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-
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$
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-
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||||||||||||||||
Issuance of Class B ordinary shares to Sponsor
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-
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-
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3,737,500
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374
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24,626
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-
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25,000
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|||||||||||||||||||||
Net loss
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-
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-
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-
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-
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-
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(9,290
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)
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(9,290
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)
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|||||||||||||||||||
Balance - March 31, 2021 (unaudited)
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-
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$
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-
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3,737,500
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$
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374
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$
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24,626
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$
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(9,290
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)
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$
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15,710
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|||||||||||||||
Net loss | - | - | - | - | - | (7,202 | ) | (7,202 | ) | |||||||||||||||||||
Balance - June 30, 2021 (unaudited) | - | $ | - | 3,737,500 | $ | 374 | $ | 24,626 | $ | (16,492 | ) | $ | 8,508 |
(1)
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This number excludes an aggregate
of up to 487,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not
exercised in full or in part by the underwriters. On July 15, 2021, the underwriters fully exercised the over-allotment option to purchase additional 1,950,000 Public Shares. As a result, the 487,500
Class B ordinary shares were no longer subject to forfeiture (see Note 4 and 6).
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Cash Flows from Operating Activities:
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||||
Net loss
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$
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(16,492
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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||||
General and administrative expenses advanced by related party
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1,379
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|||
Change in operating assets and liabilities:
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||||
Repayment of advances to related party
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(1,379 | ) | ||
Net cash used in operating activities
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(16,492
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)
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||
Cash Flows from Financing Activities:
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||||
Proceeds from note payable to related party
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150,000
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|||
Offering costs paid associated with initial public offering
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(91,416
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)
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||
Net cash provided by financing activities
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58,584
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|||
Net change in cash
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42,092
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|||
Cash - beginning of the period
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-
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|||
Cash - end of the period
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$
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42,092
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||
Supplemental disclosure of noncash investing and financing activities:
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||||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
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$
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25,000
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||
Offering costs included in accrued expenses
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$
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200,750
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• |
Level 1, defined as observable inputs
such as quoted prices (unadjusted) for identical instruments in active markets;
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• |
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
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• |
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.
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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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;
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• |
our pool of prospective target businesses;
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• |
our ability to consummate an initial Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic;
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• |
the ability of our officers and directors to generate a number of potential Business Combination opportunities;
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• |
our public securities’ potential liquidity and trading;
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• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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• |
the trust account not being subject to claims of third parties;
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• |
our financial performance following our initial public offering (the “Initial Public Offering”); and
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• |
the other risks and uncertainties discussed herein, in our filings with the SEC and in our final prospectus relating to our Initial Public Offering, filed with
the SEC on March 1, 2021.
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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.
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
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Item 4. |
Controls and Procedures
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Item 1. |
Legal Proceedings
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
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Exhibit
Number
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Description
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Amended and Restated Memorandum and Articles of Association.(1)
|
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Specimen Ordinary Share Certificate.(2)
|
||
Description of Registrant’s Securities.*
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Private Placement Shares Purchase Agreement between the Company and the Sponsor.(1)
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Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(1)
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Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein.(1)
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Letter Agreement among the Company, the Sponsor and the Company’s officers and directors.(1)
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Administrative Services Agreement between the Company and the Sponsor.(1)
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Form of Indemnity Agreement.(2)
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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.*
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||
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.*
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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.**
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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.**
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101.INS
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XBRL Instance Document.*
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101.SCH
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XBRL Taxonomy Extension Schema Document.*
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.*
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Dated: August 27, 2021
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ARYA SCIENCES ACQUISITION CORP V
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By:
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/s/ Michael Altman
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Name:
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Michael Altman
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Title:
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Chief Financial Officer
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|
• |
14,950,000 Class A ordinary shares issued as as part of our Initial Public Offering;
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|
• |
499,000 private placement shares issued simultaneously with the closing of our Initial Public Offering; and
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|
• |
3,737,500 Class B ordinary shares held by our initial shareholders.
|
•
|
if we do not consummate an initial business combination within 24 months from the closing of our Initial Public Offering, we will (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the 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 to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law;
|
|
• |
prior to the completion of our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds
from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business
combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of our Initial Public
Offering or (y) amend the foregoing provisions;
|
|
• |
although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our executive officers,
we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an
independent valuation or accounting firm that such a business combination or transaction is fair to our company from a financial point of view;
|
|
• |
if a shareholder vote on our initial business combination is not required by applicable law or stock exchange rule and we do not decide to hold a shareholder vote
for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business
combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
|
|
• |
our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets
held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business
combination;
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|
• |
our initial business combination must be approved by a majority of our independent directors;
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|
• |
if our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, we will provide our public shareholders with the
opportunity to redeem all or a portion of their ordinary shares upon such approval 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 to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and
|
|
• |
we will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
|
a)
|
the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial
institution;
|
b)
|
the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of,
a recognized jurisdiction; or
|
c)
|
the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or
incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors.
|
• |
1% of the total number of ordinary shares then outstanding, which equals 191,865 shares immediately after our Initial Public Offering; and
|
• |
the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
• |
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
• |
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
• |
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the
issuer was required to file such reports and materials), other than Form 8-K reports; and
|
• |
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of ARYA Sciences Acquisition Corp V;
|
2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls
over financial reporting.
|
Date: August 27, 2021
|
By:
|
/s/ Adam Stone |
|
|
Adam Stone
|
Chief Executive Officer and Director
|
||
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of ARYA Sciences Acquisition Corp V;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
|
b.
|
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal controls over financial reporting.
|
Date: August 27, 2021
|
By:
|
/s/ Michael Altman
|
Michael Altman
|
||
Chief Financial Officer and Director
|
||
(Principal Financial and Accounting Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
|
/s/ Adam Stone
|
||
Name:
|
Adam Stone
|
|
Title:
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
|
/s/ Michael Altman
|
||
Name:
|
Michael Altman
|
|
Title:
|
Chief Financial Officer and Director
|
|
(Principal Financial and Accounting Officer)
|