IMTX

Business Context and Reporting Period

This Shell Company Report on Form 20-F covers the event date of July 1, 2020, marking the consummation of a business combination between Immatics N.V. (formerly Immatics B.V.), ARYA Sciences Acquisition Corp., and Immatics Biotechnologies GmbH. Immatics N.V. is a Netherlands public limited liability company incorporated on March 10, 2020, which became the direct parent of Immatics Biotechnologies GmbH, a biopharmaceutical company developing T-cell receptor-based immunotherapies for cancer. Prior to this transaction, the Company had no material assets or operations.

Key Financial Metrics

The filing provides unaudited pro forma combined financial data as of March 31, 2020, reflecting the Business Combination and PIPE Financing. Detailed historical revenue, profit, or cash flow statements for the reporting period are not included in this text, as the Company was a shell entity prior to the merger.

Material Changes

• Corporate Structure: The Company transformed from a private limited liability company to a public limited liability company (naamloze vennootschap) and became the parent of Immatics Biotechnologies GmbH.
• Capitalization: The transaction resulted in significant cash inflows. Shareholders of Immatics exchanged equity interests for approximately $350 million worth of Ordinary Shares. Additionally, a PIPE Financing raised approximately $104.2 million from investors, including $25.0 million from an affiliate of the ARYA Sponsor.
• Securities Listing: Ordinary Shares (IMTX) and Public Warrants (IMTXW) began trading on The Nasdaq Stock Market LLC.
• Warrant Conversion: Outstanding warrants of ARYA Sciences Acquisition Corp. were converted into Public Warrants exercisable for Ordinary Shares, except for those held by the ARYA Sponsor which were forfeited.

Guidance, Outlook, and Risks

Outlook and Strategy: The Company intends to retain earnings for future operations and expansion. It has no plan to declare or pay cash dividends in the foreseeable future. The business focus remains on the development of T-cell receptor-based immunotherapies.

Risks and Contingencies: The filing includes a comprehensive cautionary note regarding forward-looking statements. Key risks include:

• Uncertainty regarding the initiation, timing, progress, costs, and results of clinical trials.
• Regulatory approval timelines and feedback from authorities.
• Ability to manufacture drug products and achieve commercialization.
• Market acceptance of product candidates and competition.
• Liquidity risks, including the ability to obtain additional financing for capital expenditures.
• Delisting risk from Nasdaq if listing requirements (e.g., minimum number of round lot holders) are not met.

Unusual Items: The filing notes that prior to the Business Combination, the Company had no material activities. The financial position is heavily influenced by the pro forma adjustments for the merger and the PIPE Financing.

Investor Verification Checklist

• Verify the pro forma cash position of €303.6 million and confirm the burn rate of the underlying biopharmaceutical operations to assess runway.
• Review the Proxy Statement/Prospectus (File No. 333-237702) for detailed historical financial data of Immatics Biotechnologies GmbH, as this Shell Company Report incorporates that data by reference rather than presenting it directly.
• Confirm the exercise terms of Public Warrants (7,187,500 warrants at $11.50/share) and their potential dilutive impact.
• Assess the lock-up agreements and beneficial ownership of major shareholders (e.g., dievini Hopp BioTech holding GmbH & Co. KG at 26.2%) to understand potential selling pressure.
• Monitor Nasdaq listing compliance requirements, specifically the need for 300 round lot holders of Ordinary Shares.