Business context and reporting period
This filing is ARYA Sciences Acquisition Corp. III’s unaudited Form 10-Q for the quarter ended March 31, 2021—not an operating-company quarterly report from Nautilus Biotechnology, Inc. ARYA was a shell company seeking a business combination and had no operating revenue or operations. It had signed an agreement to combine with Nautilus on February 7, 2021.
Financial performance and condition
- Results: For the three months ended March 31, 2021, ARYA reported general and administrative expenses of $1.780 million, trust-account investment income of $10,982, and a net loss of $1.769 million. No operating revenue was reported.
- Cash flow: Operating cash use was $319,022. Cash outside the trust account fell to $682,010 from $1.001 million at December 31, 2020.
- Assets and liquidity: Total assets were $150.500 million, including $149.564 million in the trust account. Current assets were $935,640 versus current liabilities of $1.799 million, a working-capital deficit of approximately $864,000.
- Liabilities and debt: Total liabilities were $7.032 million, including $5.233 million of deferred underwriting commissions payable only if a business combination closes. ARYA reported no outstanding working-capital loans and no long-term debt obligations.
- Equity: Shareholders’ equity was $5.000 million; 13.847 million Class A shares were classified as temporary equity due to possible redemption.
Material changes and comparison
The filing presents no prior-year quarterly income statement or cash-flow comparison, so year-over-year changes are not available. Compared with December 31, 2020, cash outside the trust account decreased by $319,022; current liabilities increased from $388,507 to $1.799 million, primarily alongside higher accrued expenses; and trust assets increased slightly from $149.553 million to $149.564 million.
Outlook, transaction, and risks
- Proposed combination: The agreement contemplated a $900 million implied Nautilus equity value. ARYA also disclosed subscriptions for 20 million shares at $10 each, for $200 million of gross PIPE proceeds. The transaction was expected to close in the second quarter of 2021, subject to shareholder approval and customary conditions; this was an expectation, not a completed transaction as of the reporting period.
- Liquidity and going concern: Management said the working-capital deficit raises substantial doubt about ARYA’s ability to continue as a going concern. Sponsor or affiliate loans for transaction costs were possible but not committed.
- Other risks and contingencies: The filing cited uncertainty from COVID-19 and risks to completing the combination and raising financing. If no combination is completed by August 11, 2022, ARYA must wind up and redeem public shares under the terms described in the filing. No legal proceedings were reported, and management disclosed no material risk-factor changes from its 2020 Form 10-K.
- Controls: Management concluded disclosure controls were effective as of March 31, 2021 and reported no material change in internal control during the quarter.
Facts investors should verify
- Confirm the filing entity and period: this is ARYA’s Q1 2021 SPAC filing, not Nautilus’s standalone financial statements.
- Check subsequent filings for whether the proposed combination and $200 million PIPE closed, and for actual closing proceeds, redemptions, and share issuance.
- Review the transaction’s final terms, including dilution, founder-share conversion, and lock-up and registration provisions.
- Assess ARYA’s limited outside-trust liquidity and the going-concern disclosure, including any later funding arrangements.