Filing identity and reporting period
Important mismatch: The supplied filing is ARYA Sciences Acquisition Corp III’s Form 10-Q, not a filing for Nautilus Biotechnology, Inc. It covers the period from ARYA’s March 27, 2020 inception through June 30, 2020; the filing provides no Nautilus-specific financial or operating information.
ARYA was a newly formed blank-check company seeking a business combination. It had not commenced operations by June 30, and reported no operating revenue. The financial statements are unaudited.
Financial results and liquidity
| Metric | Period-end or period result |
|---|---|
| Revenue | None; operating activities had not begun. |
| General and administrative expense / net loss | $11,717 from inception through June 30; basic and diluted loss per share reported as $0.00 loss, rounded. |
| Total assets | $211,326, consisting of deferred offering costs. |
| Cash | $0 at June 30; net cash used in operating activities was $0 because a related party funded expenses. |
| Current liabilities / working capital | $198,043 of current liabilities and an approximately $198,000 working-capital deficit. |
| Debt | $63,410 related-party note payable at June 30. The $200,000 total note balance was repaid after quarter-end, on August 11, 2020. |
| Margins and cash generation | Not meaningful for this pre-operational period; no revenue was reported. |
No prior comparable operating period is presented: the company was incorporated on March 27, 2020.
Material subsequent events and changes
- After quarter-end, ARYA completed its IPO on August 11, 2020, selling 14.95 million public shares at $10 each for $149.5 million gross proceeds; IPO costs were approximately $8.8 million, including about $5.2 million of deferred underwriting commissions.
- It also sold 499,000 private-placement shares to its sponsor at $10 each, generating approximately $5.0 million. The filing states $149.5 million was placed in the trust account.
- The underwriters exercised the over-allotment option in full. The sponsor’s note was repaid at the IPO closing.
Outlook, risks, and contingencies
- Management expected working capital and borrowing capacity to meet needs through the earlier of a business combination or one year from the filing. Sponsor working-capital loans were possible but not committed.
- ARYA had to complete a qualifying business combination within 24 months of the August 11, 2020 IPO closing—by August 11, 2022—or redeem public shares and wind up. Completion was not assured. The target generally had to represent at least 80% of trust net assets, subject to the filing’s stated exclusions.
- Public shareholders could redeem shares in connection with a business combination. The company also described a $5,000,001 minimum net tangible asset condition and other transaction, voting, and redemption requirements.
- Management said the COVID-19 pandemic’s specific impact could not be determined; the financial statements included no related adjustments.
- The sponsor indicated interest in buying up to $25 million of shares alongside a business combination, but this was non-binding. Deferred underwriting commissions were payable only if a business combination was completed.
- The filing reported no legal proceedings, no off-balance-sheet arrangements at June 30, and no material changes to previously disclosed risk factors. Management concluded disclosure controls were effective.
Key facts for investors to verify
- Confirm the filing’s issuer: ARYA Sciences Acquisition Corp III, not Nautilus Biotechnology, Inc.
- Distinguish June 30 quarter-end figures from the IPO and related transactions completed in August.
- Review the IPO proceeds, trust-account terms, deferred commissions, redemption rights, and the August 11, 2022 business-combination deadline.
- Assess the company’s dependence on completing a business combination and on potential, non-committed sponsor financing.
- Consult ARYA’s prospectus and subsequent filings for later developments; this 10-Q contains no Nautilus financial results.