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United States securities and exchange commission logo
May 6, 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
Amendment No. 2 to
Registration Statement on Form S-4
Filed April 26,
2021
File No. 333-254796
Dear Mr. Stone:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our April
20, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Q. Did the ARYA Board obtain a third-party valuation or fairness
opinion..., page viii
1. We refer to prior
comment 1. Please reconcile the revised disclosures on page viii with the
revised disclosures on
page 114-115. In this regard, we note the disclosure on page viii
indicates that ARYA and
Nautilus ultimately agreed to a $900 million valuation of
Nautilus based on,
among other items, information that ARYA had received from
Nautilus and the
valuation of comparable companies in Nautilus industry; however, the
revised disclosure on
page 114 indicates that the the $900 million valuation was
determined in early
December 2020 and that the Comparable Company Analysis was
conducted several weeks
later in February 2021.
Adam Stone
FirstName LastNameAdam
ARYA Sciences AcquisitionStone
Corp III
Comapany
May 6, 2021NameARYA Sciences Acquisition Corp III
May 6,
Page 2 2021 Page 2
FirstName LastName
Q. What are the U.S. federal income tax consequences of the Domestication?,
page xiii
2. We note your response to prior comment 10. Please revise page viii to
highlight that there
is uncertainty in the tax consequences of the Domestication to U.S.
shareholders of ARYA
because of the effects of Section 367(b), ARYA s status as a PFIC,
and the application of
Section 1291(f) and, as such, tax counsel is unable to opine on the
tax consequences.
Also, revise the disclosure on page xv and elsewhere to state that
redemption is a taxable
transaction and explain the exception, or disclose the reason(s) for
the uncertainty.
Background to the Business Combination, page 103
3. We note your revised disclosures in response to prior comment 2.
Please revise to clarify
the date(s) that the parties negotiated and signed the non-binding
term sheet and the date
that Nautilus and/or its representatives provided the preliminary
projections to ARYA.
4. With reference to prior comment 6, please revise to explain the basis
for describing the
December 10 projections provided by Nautilus as "preliminary" and
disclose whether such
projections were prepared for AYRA or for Nautilus' internal use. With
a view to possible
disclosure, provide us the preliminary projections in your response
and, to the extent those
projections differ materially from the Nautilus Forecasts presented on
page 14, explain the
reason(s) for such differences.
Summary of ARYA Financial Analysis, page 114
5. We note your revisions and response to prior comment 9 and reissue.
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 ARYA Board identified in February
2021 as "similar
life sciences tools providers." Also, explain how the Board determined
that Seer, Inc. was
the most comparable company as opposed to 908 Devices, Inc. and
disclose the 908
Devices, Inc. equity valuation. In this regard, we note that the 908
Devices, Inc. initial
public offering occurred in December 2020.
Please contact Christine Torney at (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