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United States securities and exchange commission logo
April 20, 2021
Adam Stone
Chief Executive Officer
ARYA Sciences Acquisition Corp III
51 Astor Place, 10th Floor
New York, NY 10003
Re: ARYA Sciences
Acquisition Corp III
Registration
Statement on Form S-4
Filed March 26,
2021
Amendment No. 1 to
Registration Statement on Form S-4
Filed April 7, 2021
FIle No. 333-254796
Dear Mr. Stone:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed March 26, 2021
Did the ARYA Board obtain a third-party valuation or fairness
opinion...?, page viii
1. We note the revised
disclosure in response to prior comments 1 and 7. With reference to
the disclosures on
pages 105 and 114-115, please revise the disclosure to clarify that the
Board valued Nautilus
based on the valuation of one company that the Board deemed
comparable.
Background to the Business Combination, page 103
2. Please revise to
disclose the date when ARYA received the Nautilus Forecasts.
Adam Stone
ARYA Sciences Acquisition Corp III
April 20, 2021
Page 2
3. Please revise the disclosure on page 105 to clarify whether the ARYA
Board or a third-
party derived the $925 million valuation ascribed to Seer, Inc. and
whether this was a pre-
or post-IPO valuation.
Certain Company Projected Financial Information, page 112
4. We note the disclosure added to page 114 concerning the Board's
consideration of
financial projections in a potential upside scenario. Please revise to
disclose whether
these upside scenario projections were prepared by Nautilus or ARYA.
With a view to
disclosure, please tell us whether the Board considered financial
projections in a potential
downside scenario. Revise the Background to the Business Combination
section, if
applicable, to indicate when any upside or downside scenario
projections were provided to
the Board.
5. We note your disclosure on page 112 indicating that the projections
reflect numerous
qualitative estimates and assumptions. Please tell us, and if
applicable, revise to
indicate, whether there were material qualitative estimates and
assumptions made
beyond the stated expectation regarding adoption of a three-phase plan
for
commercialization. Also revise to clarify the time frames for the
three phases underlying
the disclosed projections.
6. We note the disclosure that the Nautilus Forecasts were prepared
solely for internal use,
capital budgeting and other management purposes, and were not intended
for third-party
use, including by investors or holders. Please revise to clarify
whether the projections
were intended for use by the AYRA Board.
Comparable Company Analysis, page 114
7. Revise to indicate whether the Board used this analysis to calculate
an implied enterprise
value for Nautilus as well as estimated EV/Revenue figures. Also,
include Nautilus in the
table (or an adjacent one) to show Nautilus Revenue and Revenue
Growth figures for
these same years.
8. Revise to clarify how the analysis in this section relates, if at all,
to the $925 million
implied equity valuation of Seer, Inc., and how it supports a $900
million equity valuation
for Nautilus.
9. Please explain why the Board decided to use the valuation of a single
company as opposed
to the median of the three highlighted companies that the Board
identified as similar life
FirstName LastNameAdam Stone
sciences tools providers. Also, explain how the Board determined that
Seer, Inc. was the
Comapany
mostNameARYA Sciences Acquisition
comparable company as opposed toCorp
908III
Devices, Inc. If known,
please disclose the
equity
April 20, 2021valuation
Page 2 ascribed to 908 Devices, Inc.
FirstName LastName
Adam Stone
FirstName LastNameAdam
ARYA Sciences AcquisitionStone
Corp III
Comapany
April NameARYA Sciences Acquisition Corp III
20, 2021
April 320, 2021 Page 3
Page
FirstName LastName
Material U.S. Federal Income Tax Considerations, page 154
10. We note that the opinion of counsel, filed as Exhibit 8.1, is limited
to the "Effect of the
Domestication on U.S. Holders". Please have counsel provide a tax
opinion that also
covers the effects of Section 367(b), PFIC considerations, and the
effects of exercising
redemption rights, or advise. Also it is unclear to us how an opinion
that addresses the
effect of the Domestication is meaningful to investors where the
opinion is "subject to the
PFIC" rules. In this regard, it appears that the tax consequences
depend upon the
application of the PFIC rules and the company discloses that it likely
will be considered a
PFIC for the current tax year. Refer to Section III.A.2 and III.C.3 of
Staff Legal Bulletin
No. 19 for additional guidance.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.(202) 551-3652 or Vanessa Robertson at (202) 551-3649 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Abby Adams
at (202) 551-6902 or Joe McCann at (202) 551-6262 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Peter Seligson, Esq.