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United States securities and exchange commission logo
March 19, 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
Draft Registration
Statement on Form S-4
Submitted February
16, 2021
CIK No. 0001808805
Dear Mr. Stone:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-4
Questions and Answers for Shareholders of ARYA
Did the ARYA Board obtain a third-party valuation or fairness opinion in
determining whether
or not to proceed with the Business Combination, page viii
1. Please revise the
prospectus, where appropriate, to provide the comparable company
analysis as well as a
detailed discussion of the other "necessary analyses" performed by
the Board. In this
regard, it should be clear how the Board arrived at the $900 million
equity valuation for
Nautilus and concluded that the acquisition satisfied the 80% test.
Adam Stone
FirstName LastNameAdam
ARYA Sciences AcquisitionStone
Corp III
Comapany
March NameARYA Sciences Acquisition Corp III
19, 2021
March2 19, 2021 Page 2
Page
FirstName LastName
Summary, page 1
2. On page 4, revise the discussion of the conditions of the closing to
clarify which
conditions are waivable and by which party or parties. Highlight the
risk that Nasdaq
approval of the New Nautilus listing is a waivable condition, as
outlined in the risk factor
on page 72.
Risk Factors, page 28
3. In the introduction to this section you explain that the risk factors
are not "exhaustive" and
you encourage investors to perform their own investigation with
respect to [your]
business, financial condition and prospects. Please revise to
eliminate this disclaimer or
explain why it is appropriate to direct investors to information that
is not contained in the
registration statement.
Risks Related to Ownership of New Nautilus Common Stock, page 59
4. On page 62, revise to describe the risk that the exclusive forum
provisions may increase
investors costs to bring a claim.
Background to the Business Combination, page 102
5. Substantially revise the background section to provide additional
detail regarding the
discussions with other potential combination targets and between ARYA
and Nautilus. In
particular we note no disclosure of when discussions with the
remaining two of the three
final candidates ended, and no disclosure regarding what occurred
between October 21,
2020 and December 1, 2020.
6. Revise to disclose the potential structure of the transaction as
discussed at the December
1, 2020 meeting.
7. Refer to the top of page 104. Disclose ARYA s valuation of Nautilus
shared at that time
and the comparable company analysis ARYA had performed, and the
valuation ARYA
identified at which it was interested in pursuing a transaction.
Certain Company Projected Financial Information, page 110
8. Please revise to include the cost projections referenced on page 111
as well as any other
material projections provided to the board.
U.S. Federal Income Tax Considerations, page 149
9. You state that the disclosure is for informational purposes only.
Investors are entitled to
rely on your disclosure. Revise to eliminate this inappropriate
disclaimer.
Adam Stone
FirstName LastNameAdam
ARYA Sciences AcquisitionStone
Corp III
Comapany
March NameARYA Sciences Acquisition Corp III
19, 2021
March3 19, 2021 Page 3
Page
FirstName LastName
10. Please revise the heading to indicate that this section covers
Material U.S. Federal Income
Tax Consequences and provide a tax opinion in accordance with
Regulation S-K, Item
601(b)(8). Also, refer to Sections III.C.3 and 4 of Staff Legal
Bulletin No. 19 concerning
assumptions and opinions subject to uncertainty. In this regard, we
note the disclosure
that U.S holders generally should not recognize gain or loss on
the domestication
[a]ssuming the Domestication qualifies as an F
Reorganization. We also note the
disclosure that the Domestication could be a taxable event to U.S.
Holders under the
PFIC provisions of the Code. Please note that these are only
examples.
Business Summary, page 187
11. Please revise the opening paragraph to explain that you are a
development stage company
and the third paragraph to clarify the development status of your
Nautilus Platform
including whether you have a working prototype. Please make similar
changes to the
Summary on page 1.
12. We note numerous statements indicating that you have "designed" your
Nautilus Platform
to achieve certain performance specifications but it remains unclear
whether the
specifications you cite are aspirational goals or whether you
presently have technology
that can meet these specifications. For instance, we refer to your
statement on page
198 that you have designed your Nautilus Platform to measure billions
of individual
protein molecules at a time, in a massively parallel and efficient
workflow.
13. With reference to your disclosure on page 45, discuss how the Nautilus
Platform involves
the use of laser technology.
The Nautilus Approach, page 196
14. Please revise this section to include a development plan that
identifies and discusses the
key work that you will need to perform on the Nautilus Platform in
order to achieve your
stated goal of broad commercialization by the end of 2023 or beginning
of 2024.
Government Regulation, page 216
15. We note that your risk factor discussion on page 45 discusses your use
of hazardous
chemicals and biological materials in your business. Please revise to
discuss regulations
governing your use of these materials or advise.
Exhibits
16. Please provide a form of proxy marked as preliminary with your
next submission.
Adam Stone
FirstName LastNameAdam
ARYA Sciences AcquisitionStone
Corp III
Comapany
March NameARYA Sciences Acquisition Corp III
19, 2021
March4 19, 2021 Page 4
Page
FirstName LastName
You may 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
cc: Peter Seligson, Esq.