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 11, 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) |
(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) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On August 8, 2022, ARYA Sciences Acquisition Corp V (the “Company”) received a waiver from one of the underwriters of its initial public offering (the “IPO”) pursuant to which such underwriter waived all rights to its 50% share (the “Waiver”) of the deferred underwriting commissions (the “Deferred Commissions”), which were payable upon completion of an initial business combination and deposited into the trust account established in connection with the Company’s IPO. In connection with the Waiver, the underwriter also agreed that (i) the Waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial business combination.
Historically, the Company had recognized a liability upon closing of its IPO in July 2021 for a portion of the Deferred Commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the IPO. In its previously issued unaudited condensed financial statements as of and for the period ended September 30, 2022 (the “Quarterly Report”), the Company recognized the Waiver as an extinguishment, with a resulting non-operating gain recognized in its statement of operations. Upon subsequent review and analysis, management concluded that the Company should have recognized the extinguishment of the contingent liability as a credit to shareholders’ deficit.
Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded on April 11, 2023 that the financial statements for the Affected Period (as defined below) included in the Quarterly Report should no longer be relied upon and that it is appropriate to restate the financial statements included in the Quarterly Report. 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 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 Report. The change 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”).
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.
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 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.
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.
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| | ARYA Sciences Acquisition Corp V |
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| | By: | /s/ Michael Altman | |
| | Name: | Michael Altman |
| | Title: | Chief Financial Officer |
