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.

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