Item 1.01. Entry into a Material Definitive Agreement.

On July 12, 2021, the Registration Statement on Form S-1 (File No. 333-257335) (the "Registration Statement") relating to the initial public offering (the "IPO") of ARYA Sciences Acquisition Corp V (the "Company") was declared effective by the U.S. Securities and Exchange Commission. On July 15, 2021 the Company consummated the IPO of 14,950,000 Class A ordinary shares, $0.0001 par value per share (the "Public Shares"), which includes the exercise in full of the underwriters' option to purchase an additional 1,950,000 Public Shares at the initial public offering price to cover over-allotments. The Public Shares were sold at an offering price of $10.00 per Public Share, generating gross proceeds of $149,500,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

· an Underwriting Agreement, dated July 12, 2021, among the Company and Jefferies


   LLC and Goldman Sachs & Co. LLC, as representatives of the underwriters named
   in Schedule A therein, which contains customary representations and warranties
   and indemnification of the underwriter by the Company;

· a Private Placement Shares Purchase Agreement, dated July 12, 2021, between the


   Company and ARYA Sciences Holdings V (the "Sponsor"), pursuant to which the
   Sponsor purchased 499,000 Class A ordinary shares in a private placement (the
   "Private Placement Shares");

· an Investment Management Trust Agreement, dated July 15, 2021, between the


   Company and Continental Stock Transfer & Trust Company, as trustee, which
   establishes the trust account that will hold the net proceeds of the IPO and
   certain of the proceeds of the sale of the Private Placement Shares, and sets
   forth the responsibilities of the trustee; the procedures for withdrawal and
   direction of funds from the trust account; and indemnification of the trustee
   by the Company under the agreement;

· a Registration and Shareholder Rights Agreement, dated July 15, 2021, among the


   Company, the Sponsor and certain equityholders of the Company, which provides
   for customary demand and piggy-back registration rights for the Sponsor, and
   customary piggy-back registration rights for such other equityholders, and,
   upon and following consummation of our initial business combination, the right
   of the Sponsor to nominate three individuals for election to the Company's
   board of directors;

· Letter Agreement, dated July 12, 2021, among the Company, the Sponsor and each


   executive officer and director of the Company, pursuant to which each of the
   Sponsor and each executive officer and director of the Company has agreed to
   vote any Class A ordinary shares held by him, her or it in favor of the
   Company's initial business combination; to facilitate the liquidation and
   winding up of the Company if an initial business combination is not consummated
   within 24 months of the date hereof; to certain transfer restrictions with
   respect to the Company's securities; to certain indemnification obligations of
   the Sponsor; and the Company has agreed not to enter into a definitive
   agreement regarding an initial business combination without the prior consent
   of the Sponsor; and

· an Administrative Services Agreement, dated July 15, 2021, between the Company


   and the Sponsor, pursuant to which the Sponsor has agreed to make available
   office space, secretarial and administrative services, as may be required by
   the Company from time to time, for $10,000 per month until the earlier of the
   Company's completion of its initial business combination or liquidation.

· The above descriptions are qualified in their entirety by reference to the full


   text of the applicable agreement, each of which is incorporated by reference
   herein and filed herewith as Exhibits 1.1, 10.1, 10.2, 10.3, 10.4 and 10.5,
   respectively.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneous with the consummation of the IPO and the issuance and sale of the Public Shares, the Company consummated the private placement of 499,000 Private Placement Shares at a price of $10.00 per Private Placement Share, generating total proceeds of $4,990,000. The Private Placement Shares purchased by the Sponsor are substantially similar to the Public Shares, except that if held by the Sponsor or its permitted transferees, they will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination, subject to certain limited exceptions.





  2

Item 5.03. Amendments to Memorandum and Articles of Association.

On July 12, 2021 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



  1.1      Underwriting Agreement among the Company, Jefferies LLC and Goldman Sachs
         & Co. LLC

  3.1      Amended and Restated Memorandum and Articles of Association

  10.1     Private Placement Shares Purchase Agreement between the Company and the
         Sponsor

  10.2     Investment Management Trust Agreement between Continental Stock Transfer &
         Trust Company and the Company

  10.3     Registration and Shareholder Rights Agreement among the Company, the
         Sponsor and certain other equityholders named therein

  10.4     Letter Agreement among the Company, the Sponsor and the Company's officers
         and directors

  10.5     Administrative Services Agreement between the Company and the Sponsor




  3

© Edgar Online, source Glimpses