Item 8.01. Entry into a Material Definitive Agreement.
On July 15, 2021, ARYA Sciences Acquisition Corp V (the "Company") consummated
an initial public offering (the "IPO") of 14,950,000 Class A ordinary shares
(the "Shares"), including the 1,950,000 Shares as a result of the underwriters'
full exercise of their over-allotment option, at an offering price of $10.00 per
Share and a private placement with ARYA Sciences Holdings V of 499,000 Shares
(the "Private Placement"). The net proceeds from the IPO, together with certain
of the proceeds from the Private Placement, $149,500,000 in the aggregate (the
"Offering Proceeds"), were placed in a trust account established for the benefit
of the Company's public shareholders and the underwriters of the IPO with
Continental Stock Transfer & Trust Company acting as trustee. Except with
respect to interest earned on the Offering Proceeds held in the trust account
that may be released to the Company to pay its income taxes, if any, the
Company's amended and restated memorandum and articles of association will
provide that the Offering Proceeds will not be released from the trust account
(1) to the Company, until the completion of its initial business combination, or
(2) to its public shareholders, until the earliest of (a) the completion of the
its initial business combination, and then only in connection with those Shares
that such shareholders properly elected to redeem, subject to certain
limitations, (b) the redemption of any Shares properly tendered in connection
with a shareholder vote to amend the Company's amended and restated memorandum
and articles of association (A) to modify the substance or timing of the
Company's obligation to provide holders of its Shares the right to have their
Shares redeemed in connection with the Company's initial business combination or
to redeem 100% of its Shares if the Company does not complete its initial
business combination within 24 months from the closing of the IPO or (B) with
respect to any other provision relating to the rights of holders of its Class A
ordinary shares, and (c) the redemption of the Shares if the Company has not
consummated its business combination within 24 months from the closing of the
IPO, subject to applicable law.
An audited balance sheet as of July 15, 2021 reflecting receipt of the Offering
Proceeds has been issued by the Company and is included as Exhibit 99.1 to this
Current Report on Form 8-K.
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