Nautilus Biotechnology(NAUT) - 2020 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Presents ARYA Sciences Acquisition Corp III's unaudited condensed financial statements, management's discussion, market risk, and controls Item 1. Financial Statements Presents ARYA Sciences Acquisition Corp III's unaudited condensed financial statements, including balance sheet, operations, equity changes, cash flows, and explanatory notes, reporting a net loss Unaudited Condensed Balance Sheet as of September 30, 2020 | Metric | Amount ($) | | :-------------------------------- | :----------- | | Assets: | | | Cash | 1,064,954 | | Prepaid expenses | 369,637 | | Investments held in Trust Account | 149,515,680 | | Total Assets | 150,950,271 | | Liabilities: | | | Accounts payable | 6,087 | | Accrued expenses | 102,573 | | Accrued expenses - related party | 20,000 | | Deferred underwriting commissions | 5,232,500 | | Total Liabilities | 5,361,160 | | Shareholders' Equity: | | | Class A ordinary shares subject to possible redemption | 140,589,110 | | Total Shareholders' Equity | 5,000,001 | | Total Liabilities and Shareholders' Equity | 150,950,271 | Unaudited Condensed Statements of Operations | Metric | Three Months Ended Sep 30, 2020 ($) | Inception (Mar 27, 2020) Through Sep 30, 2020 ($) | | :------------------------------------------------ | :---------------------------------- | :------------------------------------------------ | | General and administrative expenses | 174,671 | 186,388 | | Net gain, dividends and interest on investments held in Trust Account | 15,680 | 15,680 | | Net loss | (158,991) | (170,708) | | Basic and diluted net income per share, Class A | 0.00 | 0.00 | | Basic and diluted net loss per share, Class B | (0.05) | (0.05) | Unaudited Condensed Statements of Changes in Shareholders' Equity | Event | Class A Shares | Class B Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders' Equity | | :------------------------------------------ | :------------- | :------------- | :------------------------- | :------------------ | :------------------------- | | Balance - March 27, 2020 (inception) | - | - | - | - | - | | Issuance of Class B ordinary shares to Sponsor | - | 3,737,500 | 24,626 | - | 25,000 | | Net loss (March 31, 2020) | - | - | - | - | - | | Balance - March 31, 2020 (unaudited) | - | 3,737,500 | 24,626 | - | 25,000 | | Net loss (June 30, 2020) | - | - | - | (11,717) | (11,717) | | Balance - June 30, 2020 (unaudited) | - | 3,737,500 | 24,626 | (11,717) | 13,283 | | Sale of units in initial public offering, gross | 14,950,000 | - | 149,498,505 | - | 149,500,000 | | Offering costs | - | - | (8,755,181) | - | (8,755,181) | | Sale of private placement units to Sponsor | 499,000 | - | 4,989,950 | - | 4,990,000 | | Shares subject to possible redemption | (14,058,911) | - | (140,587,704) | - | (140,589,110) | | Net loss (September 30, 2020) | - | - | - | (158,991) | (158,991) | | Balance - September 30, 2020 (unaudited) | 1,390,089 | 3,737,500 | 5,170,196 | (170,708) | 5,000,001 | Unaudited Condensed Statement of Cash Flows | Cash Flow Activity | Inception (Mar 27, 2020) Through Sep 30, 2020 ($) | | :------------------------------------ | :------------------------------------------------ | | Net cash used in operating activities | (485,648) | | Net cash used in investing activities | (149,500,000) | | Net cash provided by financing activities | 151,050,602 | | Net change in cash | 1,064,954 | | Cash - beginning of the period | - | | Cash - end of the period | 1,064,954 | Notes to Unaudited Condensed Financial Statements - The Company was incorporated on March 27, 2020, as a blank check company (SPAC) for the purpose of effecting a business combination, with no operations commenced as of September 30, 2020[18][19] - The IPO was consummated on August 11, 2020, raising $149.5 million in gross proceeds, with offering costs of approximately $8.8 million, including $5.2 million in deferred underwriting commissions[20][63] - Simultaneously with the IPO, a private placement of 499,000 Class A ordinary shares was made to the Sponsor at $10.00 per share, generating approximately $5.0 million in gross proceeds[21][66] - Upon closing of the IPO and private placement, $149.5 million of net proceeds were placed in a Trust Account for investment in U.S. government securities or money market funds until a business combination or distribution[22][49] - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, potentially affecting comparability[36][39][40] - As of September 30, 2020, the Company had $1.1 million in its operating bank account and approximately $1.3 million in working capital, deemed sufficient for needs until a business combination or one year from filing[42][44] - The Sponsor contributed $25,000 for Founder Shares, provided a $200,000 loan (repaid on August 11, 2020) for offering costs, and receives $10,000 per month for administrative support services[43][64][68][72] - The Company's Class A ordinary shares subject to possible redemption are classified as temporary equity due to redemption rights outside the Company's control[57] Fair Value Measurements of Assets Held in Trust Account (September 30, 2020) | Description | Level 1 ($) | Level 2 ($) | Level 3 ($) | | :-------------------------------- | :---------- | :---------- | :---------- | | U.S. Treasury Securities | 149,513,552 | - | - | | Cash equivalents – money market funds | 2,128 | - | - | | Total | 149,515,680 | - | - | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition, operations, liquidity, contractual obligations, and critical accounting policies, highlighting its blank check status and IPO activities Overview - ARYA Sciences Acquisition Corp III, a blank check company formed on March 27, 2020, completed its IPO on August 11, 2020, raising $149.5 million gross proceeds, which were placed in a Trust Account[92][93][95] - The company must complete a business combination within 24 months from the IPO closing (August 11, 2022), or it will cease operations and redeem public shares[97] Results of Operations - The company has generated no operating revenues since inception, with activities focused on formation, IPO, and searching for a business combination, and non-operating income from Trust Account investments[98] Net Loss Summary | Period | General and Administrative Expenses ($) | Net Gain, Dividends and Interest on Investments ($) | Net Loss ($) | | :------------------------------------------ | :-------------------------------------- | :-------------------------------------------------- | :----------- | | Three months ended September 30, 2020 | 175,000 | 16,000 | (159,000) | | Inception (Mar 27, 2020) through Sep 30, 2020 | 187,000 | 16,000 | (171,000) | Liquidity and Capital Resources - As of September 30, 2020, the company had approximately $1.1 million in its operating bank account and $1.3 million in working capital, with liquidity met by a $25,000 Sponsor contribution, a $200,000 loan from the Sponsor (repaid), and Private Placement proceeds not in the Trust Account[101][102] - Management believes current working capital and potential borrowing capacity from the Sponsor or affiliates are sufficient to meet needs until a business combination is consummated or for one year from the filing date[103] - The impact of the COVID-19 pandemic on the company's ability to complete a business combination is uncertain and not readily determinable as of the balance sheet date[104] Contractual Obligations - The company has no long-term debt, capital lease, operating lease, or purchase obligations, other than an agreement to pay its Sponsor $10,000 per month for administrative support services[106] Critical Accounting Policies - Key accounting policies include the classification of Class A ordinary shares subject to possible redemption as temporary equity and the computation of net income (loss) per ordinary share using a two-class method[108][109] JOBS Act - As an 'emerging growth company' under the JOBS Act, the company has elected to delay the adoption of new or revised accounting pronouncements, which may impact the comparability of its financial statements[113] - The company is evaluating other reduced reporting requirements available to emerging growth companies, such as exemptions from auditor attestation reports on internal controls and certain executive compensation disclosures[114] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, ARYA Sciences Acquisition Corp III is exempt from providing quantitative and qualitative market risk disclosures - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[115] Item 4. Controls and Procedures Management confirmed the effectiveness of disclosure controls and procedures as of September 30, 2020, with no material changes in internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2020[116] - There were no material changes in internal control over financial reporting during the three months ended September 30, 2020[118] PART II. OTHER INFORMATION Covers legal proceedings, risk factors, equity sales, use of proceeds, defaults, mine safety, other information, and exhibits Item 1. Legal Proceedings The company reported no legal proceedings as of the filing date - There are no legal proceedings to report[120] Item 1A. Risk Factors Updates risk factors, highlighting a new risk of negative interest rates on trust account investments potentially reducing per-share redemption below $10.00 - No material changes to risk factors from the most recent prospectus, except for a new risk regarding the possibility of negative interest rates on investments held in the trust account[121][122] - Negative interest rates could reduce the value of assets in the trust, potentially leading to a per-share redemption amount for public shareholders less than $10.00[122] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities Details unregistered equity sales, including private placement and Founder Shares, and confirms the use of IPO proceeds placed in the Trust Account - The company consummated a private placement of 499,000 Class A ordinary shares to its Sponsor at $10.00 per share, generating approximately $5.0 million, pursuant to Section 4(a)(2) of the Securities Act[123] - The Sponsor received 3,737,500 Founder Shares (Class B ordinary shares) for $25,000, which were not subject to forfeiture as underwriters fully exercised their over-allotment option[124] - The Initial Public Offering generated gross proceeds of $149.5 million from the sale of 14,950,000 Public Shares, with approximately $149.5 million of net proceeds from the IPO and private placement placed in the Trust Account[125][127] - There has been no material change in the planned use of proceeds from the Initial Public Offering and Private Placement[128] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - There are no defaults upon senior securities[129] Item 4. Mine Safety Disclosures This item is not applicable to the company - This item is not applicable[130] Item 5. Other Information The company reported no other information - There is no other information to report[131] Item 6. Exhibits Lists exhibits filed with Form 10-Q, including CEO and CFO certifications and XBRL taxonomy documents - Exhibits include certifications from the Chief Executive Officer and Chief Financial Officer (pursuant to Rules 13a-14(a), 15d-14(a), and 18 U.S.C. Section 1350) and various XBRL taxonomy extension documents[132] SIGNATURES Contains the official signatures for the report Signature The report was signed by Michael Altman, Chief Financial Officer, on November 13, 2020 - The report was signed by Michael Altman, Chief Financial Officer, on November 13, 2020[136]