Registration No. 333-

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(1)	Estimated solely for the purpose of calculating the registration fee.

(2)	Includes 1,875,000 units, consisting of 1,875,000 Class A ordinary shares and 468,750 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over allotments, if any.

(3)	Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(4)	No fee pursuant to Rule 457(g).

(1)	Estimated pursuant to 457(o) under the Securities Act of 1933, as amended. Includes offering price of shares that the underwriters have the option to purchase.

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(1)

Includes $0.35 per unit, or $4,375,000 in the aggregate (or $5,031,250 in the aggregate if the underwriters’ over‑allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also “Underwriting” beginning on page 142 for a description of compensation and other items of value payable to the underwriters.

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Sciences Acquisition Corp. (Nasdaq: ARYA) and ARYA Sciences Acquisition Corp II. Prior to joining Perceptive Advisors, Mr. Altman was a trader and analyst at First New York Securities from 2005 to 2007. Mr. Altman graduated from the University of Vermont with a BS in Business Administration.

 

We believe our management team is well positioned to take advantage of the growing set of investment opportunities focused on the healthcare industry and that our contacts and relationships will allow us to generate an attractive transaction for our shareholders.

 

Experience with Special Purpose Acquisition Vehicles

 

Our management team has previous experience in the execution of public acquisition vehicles. Mr. Stone is the Chief Executive Officer of ARYA Sciences Acquisition Corp. and ARYA Sciences Acquisition Corp II and Mr. Altman is the Chief Financial Officer of ARYA Sciences Acquisition Corp. and ARYA Sciences Acquisition Corp II. ARYA Sciences Acquisition Corp. and ARYA Sciences Acquisition Corp II are special purpose acquisition companies formed for substantially similar purposes as our company. In March 2020, ARYA Sciences Acquisition Corp. entered into a business combination agreement to acquire Immatics Biotechnologies GmbH (“Immatics”). Immatics is a clinical-stage biopharmaceutical company active in the discovery and development of T cell redirecting cancer immunotherapies. Upon completion of the transaction, it is expected that the ordinary shares of the combined company, Immatics N.V., will be listed on Nasdaq under the symbol “IMTX.” Adam Stone is expected to serve on the supervisory board of Immatics N.V. after the consummation of the proposed business combination, which is expected to close in the second or third quarter of 2020.

 

The past performance of the members of our management team or their affiliates, including ARYA Sciences Acquisition Corp. and Perceptive Advisors, is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record or the performance of our management team, Perceptive Advisors or any of their affiliates’ or managed fund’s performance as indicative of our future performance.

 

Industry Opportunity

 

While we may acquire a business in any industry, our focus will be on the healthcare industry in the United States and other developed countries. We believe the healthcare industry, particularly the life sciences and medical technology sectors, represents an enormous and growing target market with a large number of potential target acquisition opportunities. In 2018, total U.S. national health expenditures exceeded $3.6 trillion, and the Center for Medicare and Medicaid Services has estimated that total healthcare spending accounted for approximately 18% of total U.S. Gross Domestic Product. According to IBISWorld, in February 2020, the global biotechnology market is expected to grow almost 2.9% to over $294 million in revenue in 2020.

 

The Current Life Sciences IPO Market

 

We believe that current dynamics in the life sciences and medical technology IPO market may enhance our ability to locate an attractive target. Over 200 life sciences and medical technology companies have gone public since 2016 in the United States. Despite the current level of IPO activity, according to IBISWorld, in February 2020 there were estimated to be approximately 9,500 biotechnology companies globally, only a fraction of which are publicly traded.

 

We also believe that the process for life sciences and medical technology IPO demand generation often produces offerings that are significantly oversubscribed but where a majority of the offering is allocated to the top ten investors, some of whom may be existing investors in these companies or are industry specialists. As a result, we believe that there may be numerous investors who have not been able to receive meaningful, or any, allocations in recent life sciences and medical technology IPOs who may be interested in a potential target opportunity that we identify.

 

We believe that life sciences and medical technology companies, at a certain stage in their development, will see material benefits from being publicly‑traded, including greater access to capital, more liquid securities and increased customer awareness. An acquisition by a special purpose acquisition company with a management team that is well‑known to, and respected by, life sciences founders, their current third‑party investors and their management

teams, we believe, can provide a more transparent and efficient mechanism to bring a private healthcare company to the public markets.

 

Acquisition Strategy

 

We believe our management team is well positioned to identify unique opportunities in our target sectors. Our selection process will leverage our relationships with leading venture capitalists and growth equity funds, executives of private and public companies, as well as leading investment banking firms, which we believe should provide us with a key competitive advantage in sourcing potential business combination targets. Given our profile and dedicated industry approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, and in particular investors in other private and public companies in our networks. We also believe that Perceptive Advisors’ reputation, experience and track record of making investments in the healthcare space will make us a preferred partner for these potential targets.

 

Consistent with our strategy, we have identified the following criteria to evaluate prospective target businesses. We may however, decide to enter into our initial business combination with a target business that does not meet these criteria. We intend to seek to acquire companies that we believe:

 

 

 

 

 

 

 

We may use other criteria as well. Any evaluation relating to the merits of a particular initial business combination may be based on these general criteria as well as other considerations, factors and criteria that our management may deem relevant.

 

Initial Business Combination

 

Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion

would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

 

We anticipate structuring our initial business combination so that the post‑business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post‑business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post‑business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post‑business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post‑business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post‑business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

 

In addition, our sponsor has indicated an interest to purchase up to an aggregate of $25,000,000 of our ordinary shares in a private placement that would occur concurrently with the consummation of our initial business combination. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares. If we sell shares to our sponsor (or any other investor) in connection with our initial business combination, the equity interest of investors in this offering in the combined company may be diluted and the market prices for our securities may be adversely affected. In addition, if the per share trading price of our ordinary shares is greater than the price per share paid in the private placement, the private placement will result in value dilution to you, in addition to the immediate dilution that you will experience in connection with the consummation of this offering. See “Dilution.”

 

Other Considerations

 

We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Perceptive Advisors or our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Perceptive Advisors, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

 

Affiliates of Perceptive Advisors and members of our board of directors will directly or indirectly own founder shares and private placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.

 

We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Perceptive Advisors is

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(6)	Includes 3,125,000 public warrants included in the units sold in this offering and 112,500 private placement warrants underlying the private placement units to be sold in the private placement.

 

RISKS

 

We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” of this prospectus.

SUMMARY FINANCIAL DATA

 

The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.

 

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

•

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

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restrictions on the nature of our investments; and

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restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

•

registration as an investment company with the SEC;

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adoption of a specific form of corporate structure; and

•

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

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may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti‑dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one‑to‑one basis upon conversion of the Class B ordinary shares;

•

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

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could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

•

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and

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may not result in adjustment to the exercise price of our warrants.

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A ordinary shares;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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the history and prospects of companies whose principal business is the acquisition of other companies;

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prior offerings of those companies;

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our prospects for acquiring an operating business at attractive values;

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a review of debt‑to‑equity ratios in leveraged transactions;

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our capital structure;

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an assessment of our management and their experience in identifying operating companies;

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general conditions of the securities markets at the time of this offering; and

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other factors as were deemed relevant.

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costs and difficulties inherent in managing cross‑border business operations;

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes on individuals;

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laws governing the manner in which future business combinations may be effected;

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exchange listing and/or delisting requirements;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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local or regional economic policies and market conditions;

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unexpected changes in regulatory requirements;

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longer payment cycles;

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tax issues, such as tax law changes and variations in tax laws as compared to the United States;

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currency fluctuations and exchange controls;

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rates of inflation;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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underdeveloped or unpredictable legal or regulatory systems;

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corruption;

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protection of intellectual property;

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social unrest, crime, strikes, riots and civil disturbances;

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regime changes and political upheaval;

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terrorist attacks, natural disasters and wars; and

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deterioration of political relations with the United States.

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our ability to select an appropriate target business or businesses;

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our ability to complete our initial business combination;

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our expectations around the performance of a prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective target businesses;

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the ability of our officers and directors to generate a number of potential business combination opportunities;

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our public securities’ potential liquidity and trading;

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the lack of a market for our securities;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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the trust account not being subject to claims of third parties; or

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our financial performance following this offering.

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(1)	Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination.

(2)

In addition, a portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. As of April 2, 2020, we had no borrowings under the promissory note with our sponsor. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) and not to be held in the trust account. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post‑closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account.

(3)

The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, $4,375,000, which constitutes the underwriters’ deferred commissions (or $5,031,250 if the underwriters’ over‑allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account. See “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.

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(4)

These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.5% per year, we estimate the interest earned on the trust account will be approximately $625,000 per year; however, we can provide no assurances regarding this amount.

(5)	Assumes no exercise of the underwriters’ over‑allotment option.

(6)	Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing.

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(1)	Assumes no exercise of the underwriters’ over‑allotment option and the corresponding forfeiture of 468,750 Class B ordinary shares held by our sponsor.

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(1)	Expenses applied against gross proceeds include offering expenses of $1,000,000 and underwriting commissions of $2,500,000 or $2,875,000 if the underwriters exercise their over‑allotment option (excluding deferred underwriting fees). See “Use of Proceeds.”

(2)

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases and Other Transactions with Respect to Our Securities.”

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(1)	Assumes no exercise of the underwriters’ over‑allotment option and the corresponding forfeiture of 468,750 Class B ordinary shares held by our sponsor.

(2)	Our sponsor may loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of April 2, 2020, we had not borrowed any amounts from our sponsor to cover for expenses in connection with this offering.

(3)

$0.35 per Unit, or $4.375 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company records deferred underwriting commissions upon the closing of the initial public offering as a reduction of additional paid‑in capital. Since the actual additional paid‑in capital was reduced by the recording of the accrued deferred underwriting commission, total capitalization, as adjusted, includes the amount of the deferred underwriting commission to reflect total capitalization.

(4)

Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then‑outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination.

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may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti‑dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one‑to‑one basis upon conversion of the Class B ordinary shares;

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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

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could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and

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may not result in adjustment to the exercise price of our warrants.

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A ordinary shares;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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staffing for financial, accounting and external reporting areas, including segregation of duties;

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reconciliation of accounts;

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proper recording of expenses and liabilities in the period to which they relate;

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evidence of internal review and approval of accounting transactions;

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documentation of processes, assumptions and conclusions underlying significant estimates; and

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documentation of accounting policies and procedures.

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have a scientific or other competitive advantage in the markets in which they operate and which can benefit from access to additional capital as well as our industry relationships and expertise;

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are ready to be public, with strong management, corporate governance and reporting policies in place;

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will likely be well received by public investors and are expected to have good access to the public capital markets;

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have significant embedded and/or underexploited growth opportunities;

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exhibit unrecognized value or other characteristics that we believe have been misevaluated by the market based on our rigorous analysis and scientific and business due diligence review; and

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will offer attractive risk‑adjusted equity returns for our shareholders.

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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

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cause us to depend on the marketing and sale of a single product or limited number of products or services.

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we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding (excluding the private placement shares underlying the private placement units) or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding (excluding the private placement shares underlying the private placement units);

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any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or

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the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

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		Redemptions in Connection With Our Initial Business Combination		Other Permitted Purchases of Public Shares by Our Affiliates		Redemptions if we Fail to Complete an Initial Business Combination
Calculation of redemption price		Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then‑outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.		If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going‑private transaction subject to the going‑private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.		If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per‑share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares.

		Redemptions in Connection With Our Initial Business Combination		Other Permitted Purchases of Public Shares by Our Affiliates		Redemptions if we Fail to Complete an Initial Business Combination
Impact to remaining shareholders		The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable.		If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us.		The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions.

		Terms of Our Offering		Terms Under a Rule 419 Offering
Escrow of offering proceeds		$125,000,000 of the net proceeds of this offering and the sale of the private placement units will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.		Approximately $106,312,500 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker‑dealer in which the broker‑dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds		$125,000,000 of the net proceeds of this offering and the sale of the private placement units held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.		Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Receipt of interest on escrowed funds		Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.		Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
Limitation on fair value or net assets of target business		Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination.		The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
Trading of securities issued		The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Jefferies LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8‑K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8‑K promptly after the closing of this offering. If the		No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.

		Terms of Our Offering		Terms Under a Rule 419 Offering
		over‑allotment option is exercised following the initial filing of such Current Report on Form 8‑K, a second or amended Current Report on Form 8‑K will be filed to provide updated financial information to reflect the exercise of the over‑allotment option. The units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
Exercise of the warrants		The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering.		The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
Election to remain an investor		We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then‑outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rule to hold a shareholder vote. If we are not required by applicable law or stock exchange rule and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any such shareholder meeting.		A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post‑effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
Business combination deadline		If we do not consummate an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per‑share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then‑outstanding public shares, which redemption will completely extinguish public		If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.

		Terms of Our Offering		Terms Under a Rule 419 Offering
		shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Release of funds		Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, subject to applicable law and (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Based on current interest rates, we expect that interest income earned on the trust account (if any) will be sufficient to pay our income taxes.		The proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect a business combination within the allotted time.

Name		Age		Position
Adam Stone		40		Chief Executive Officer and Director
Michael Altman		38		Chief Financial Officer and Director

Individual		Entity		Entity’s Business		Affiliation
Adam Stone		Perceptive Advisors, LLC		Hedge Fund		Chief Investment Officer
		Solid Biosciences		Pharmaceuticals		Director
		Renovia		Healthcare		Director
		Xontogeny		Biotechnology		Director
		ARYA Sciences Acquisition Corp.		Special Purpose Acquisition Company		Chief Executive Officer and Director
		ARYA Sciences Acquisition Corp II		Special Purpose Acquisition Company		Chief Executive Officer and Director
Michael Altman		Perceptive Advisors, LLC		Hedge Fund		Managing Director
		Vitruvius Therapeutics		Pharmaceuticals		Director
		Lyra Therapeutics		Healthcare		Director
		ARYA Sciences Acquisition Corp.		Special Purpose Acquisition Company		Chief Financial Officer and Director
		ARYA Sciences Acquisition Corp II		Special Purpose Acquisition Company		Chief Financial Officer and Director

Name And Address Of Beneficial Owner(1)		Number of Shares Beneficially Owned(2)				Approximate Percentage of Outstanding Ordinary Shares
						Before Offering				After Offering
ARYA Sciences Holdings III (our sponsor)			3,485,000	(3)			97.5	%			21.68	%
Adam Stone			3,485,000	(3)			97.5	%			21.68	%
Michael Altman			3,485,000	(3)			97.5	%			21.68	%
			30,000				*				*
			30,000				*				*
			30,000				*				*
All officers, directors and director nominees as a group (           individuals)			90,000				2.5	%			*

Redemption Date	Fair Market Value of Class A Ordinary Shares
(period to expiration of warrants)	<10.00		11.00		12.00		13.00		14.00		15.00		16.00		17.00		>18.00
57 months	0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.365
54 months	0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.365
51 months	0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.365
48 months	0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.365
45 months	0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.365
42 months	0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.365
39 months	0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.365
36 months	0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.365
33 months	0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.365
30 months	0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.365
27 months	0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.365
24 months	0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.365
21 months	0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.365
18 months	0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.365
15 months	0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.365
12 months	0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.365
9 months	0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.365
6 months	0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.365
3 months	0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.365
0 months	—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.365

		Number of Units
Underwriter
Jefferies LLC
Total			12,500,000

		Paid by ARYA Sciences Acquisition Corp III
		No Exercise				Full Exercise
Per Unit(1)		$	0.55			$	0.55
Total(1)		$	6,875,000			$	7,906,250

	Page
Audited Financial Statements of ARYA Sciences Acquisition Corp III:
Report of Independent Registered Public Accounting Firm	F‑2
Balance Sheet as of April 2, 2020	F‑3
Statement of Operations for the period from March 27, 2020 (inception) through April 2, 2020	F‑4
Statement of Changes in Shareholder’s Equity for the period from March 27, 2020 (inception) through April 2, 2020	F‑5
Statement of Cash Flows for the period from March 27, 2020 (inception) through April 2, 2020	F‑6
Notes to Financial Statements	F‑7

Assets
Deferred offering costs associated with initial public offering		$	25,000
Total assets		$	25,000
Liabilities and Shareholder’s Equity
Current liabilities:
Accrued expenses		$	4,245
Total current liabilities			4,245
Commitments and Contingencies
Shareholder’s Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding			-
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; none issued and outstanding			-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 shares issued and outstanding (1)			359
Additional paid-in capital			24,641
Accumulated deficit			(4,245	)
Total shareholder’s equity			20,755
Total Liabilities and Shareholder’s Equity		$	25,000

General and administrative expenses		$	4,245
Net loss		$	(4,245	)
Weighted average shares outstanding, basic and diluted (1)			3,125,000
Basic and diluted net loss per share		$	(0.00	)

		Ordinary Shares																Additional Paid-in Capital				Accumulated Deficit				Total Shareholder’s Equity
		Class A								Class B
		Shares				Amount				Shares				Amount
Balance - March 27, 2020 (inception)			-			$	-				-			$	-			$	-			$	-			$	-
Issuance of Class B ordinary shares to Sponsor (1)			-				-				3,593,750				359				24,641				-				25,000
Net loss			-				-				-				-				-				(4,245	)			(4,245	)
Balance - April 2, 2020			-			$	-				3,593,750			$	359			$	24,641			$	(4,245	)		$	20,755

Cash Flows from Operating Activities:
Net loss		$	(4,245	)
Changes in operating assets and liabilities:
Accrued expenses			4,245
Net cash used in operating activities			-
Net change in cash			-
Cash - beginning of the period			-
Cash - end of the period		$	-
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares		$	25,000

SEC expenses		$	18,659
FINRA expenses			22,063
Accounting fees and expenses			60,000
Printing and engraving expenses			30,000
Travel and road show expenses			20,000
Legal fees and expenses			325,000
Nasdaq listing and filing fees			55,000
Director & Officers liability insurance premiums (1)			125,000
Miscellaneous Total			344,278
		$	1,000,000

EXHIBIT NO.		DESCRIPTION
1.1		Form of Underwriting Agreement.*
3.1		Memorandum and Articles of Association.*
3.2		Form of Amended and Restated Memorandum and Articles of Association.*
4.1		Specimen Unit Certificate.*
4.2		Specimen Ordinary Share Certificate.*
4.3		Specimen Warrant Certificate.*
4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
5.1		Opinion of Kirkland & Ellis LLP.*
5.2		Opinion of Ogier, Cayman Islands Counsel to the Registrant.*
10.1		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.2		Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*
10.3		Form of Private Placement Units Purchase Agreement between the Registrant and the Sponsor.*
10.4		Form of Indemnity Agreement.*
10.5		Form of Administrative Services Agreement between the Registrant and the Sponsor.*
10.6		Promissory Note, dated as of April 2, 2020, issued to the Sponsor.*
10.7		Securities Subscription Agreement, dated April 2, 2020, between the Registrant and the Sponsor.*
10.8		Form of Letter Agreement between the Registrant and the Sponsor.*
10.9		Form of Letter Agreement among the Registrant and each director and executive officer of the Registrant.*
23.1		Consent of WithumSmith+Brown, PC.*
23.2		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).*
23.3		Consent of Ogier (included in Exhibit 5.2).*
24		Power of Attorney (included on signature page of this Registration Statement).*
99.1		Consent of                    .*

	ARYA SCIENCES ACQUISITION CORP III
	By:
		Name: Adam Stone
		Title: Chief Executive Officer

NAME		POSITION		DATE
		Chief Executive Officer and Director
Adam Stone		(Principal Executive Officer)		, 2020
		Chief Financial Officer and Director (Principal
Michael Altman		Financial and Accounting Officer)		, 2020