Filing Details
- Accession Number:
- 0001140361-22-004983
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-13 19:00:00
- Filed By:
- Arya Sciences Holdings V
- Company:
- Arya Sciences Acquisition Corp V
- Filing Date:
- 2022-02-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| ARYA Sciences Holdings V | 0 | 4,116,500 | 0 | 4,116,500 | 4,116,500 | 21.6% |
| Adam Stone | 0 | 4,116,500 | 0 | 4,116,500 | 4,116,500 | 21.6% |
| Michael Altman | 0 | 4,116,500 | 0 | 4,116,500 | 4,116,500 | 21.6% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
ARYA Sciences Acquisition Corp V
(Name of Issuer)
Class A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
G31658100
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS | | | ||
| ARYA Sciences Holdings V | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 4,116,5001 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 4,116,5001 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,116,5001 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 21.6%2 | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 1 | Represents 499,000 Class A ordinary shares and Class A ordinary shares to be issued upon the automatic conversion of 3,617,500 Class B ordinary shares at the time of the Issuer’s initial business combination. |
| 2 | Calculated based on (i) 15,449,000 Class A ordinary shares outstanding as of November 15, 2021 as reported on the Issuer’s Form 10-Q, filed on November 15, 2021 and (ii) 3,617,500 Class A ordinary shares
issuable upon conversion of 3,617,500 Class B ordinary shares beneficially owned by the Reporting Persons. |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Adam Stone | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| U.S. | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 4,116,5001 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 4,116,5001 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,116,5001 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 21.6%2 | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| 1 | Represents 499,000 Class A ordinary shares and Class A ordinary shares to be issued upon the automatic conversion of 3,617,500 Class B ordinary shares at the time of the Issuer’s initial business combination. |
| 2 | Calculated based on (i) 15,449,000 Class A ordinary shares outstanding as of November 15, 2021 as reported on the Issuer’s Form 10-Q, filed on November 15, 2021 and (ii) 3,617,500 Class A ordinary shares
issuable upon conversion of 3,617,500 Class B ordinary shares beneficially owned by the Reporting Persons. |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Michael Altman | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| U.S. | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 4,116,5001 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 4,116,5001 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,116,5001 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 21.6%2 | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| 1 | Represents 499,000 Class A ordinary shares and Class A ordinary shares to be issued upon the automatic conversion of 3,617,500 Class B ordinary shares at the time of the Issuer’s initial business combination. |
| 2 | Calculated based on (i) 15,449,000 Class A ordinary shares outstanding as of November 15, 2021 as reported on the Issuer’s Form 10-Q, filed on November 15, 2021 and (ii) 3,617,500 Class A ordinary shares
issuable upon conversion of 3,617,500 Class B ordinary shares beneficially owned by the Reporting Persons. |
| Item 1(a). | Name of Issuer |
The name of the issuer is ARYA Sciences Acquisition Corp V.
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
The Company’s principal executive offices are located at 51 Astor Place, 10th Floor, New York, NY, 10003.
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
(i) ARYA Sciences Holdings V (the “Sponsor”); and
(ii) Adam Stone;
(iii) Michael Altman
| Item 2(b)/(c). | Citizenship & Address of the Principal Business Office, or if none, Residence: |
The address of each of the Reporting Persons is:
c/o: ARYA Sciences Holdings V
51 Astor Place,
10th Floor,
New York, NY, 10003
Citizenship: Cayman Islands
ARYA Sciences Holdings V is a Cayman Islands limited liability company.
Adam Stone is a citizen of the United States.
Michael Altman is a citizen of the United States.
| Item 2(d). | Title of Class of Securities |
Class A ordinary shares, par value $0.0001 per share (the "Class A common stock").
| Item 2(e). | CUSIP Number |
G31658100
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See responses to Item 9 on each cover page.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
The reported securities are directly held by the Sponsor. The Sponsor is controlled by a board of directors, comprised of two directors, Adam Stone and Michael Altman. As such, each such director has voting and investment discretion with respect to the securities held by the Sponsor and may be
deemed to have shared beneficial ownership of the reported securities. The filing of this Statement shall not be construed as an admission that any Reporting Person is, for the purpose of
Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 11, 2022 | |
| ARYA Sciences Holdings V | |
| /s/ Samuel M. Cohn | |
| Name: Samuel M. Cohn | |
| Title: Secretary |
EXHIBIT LIST
| Exhibit 1 | Joint Filing Agreement, dated as of February 11, 2022 |
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary
shares, par value $0.0001 per share, of ARYA Sciences Acquisition Corp V (this “Agreement”), is being filed, and all amendments thereto will be filed by ARYA Sciences Holdings V as the designated filer on behalf of each of the persons and entities
named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
| Dated: February 11, 2022 | |
| ARYA Sciences Holdings V | |
| /s/ Samuel M. Cohn | |
| Name: Samuel M. Cohn | |
| Title: Secretary | |
| /s/ Adam Stone | |
| Adam Stone | |
| /s/ Michael Altman | |
| Michael Altman |