SEATTLE & NEW YORK--(BUSINESS WIRE)--Nautilus Biotechnology, Inc., a company pioneering a single-molecule protein analysis platform for quantifying the human proteome, and Arya Sciences Acquisition Corp III (Nasdaq: ARYA), a special purpose acquisition company or SPAC, sponsored by Perceptive Advisors, today announced they have entered into a definitive business combination agreement. Upon closing of the transaction, Arya III will redomicile as a Delaware corporation, be renamed Nautilus Biotechnology, Inc. and its common stock is expected to be listed on Nasdaq under the ticker symbol “NAUT”.

In addition to the approximately $150 million held in Arya III’s trust account (assuming no redemptions are effected), a group of premier healthcare investors has committed to participate in the transaction through a common stock PIPE of approximately $200 million at $10 per share. Investors in the PIPE include lead investor Perceptive Advisors, an affiliate of Arya III’s sponsor, as well as RA Capital Management, Ally Bridge Group, Bain Capital Life Sciences, Franklin Templeton Investments, OrbiMed, Alyeska Investment Group, L.P., Casdin Capital and existing Nautilus Biotechnology shareholders including Andreessen Horowitz, Madrona Venture Group, and Vulcan Capital.

The Combined Company is expected to receive proceeds of approximately $350 million at the closing of the transaction (assuming no redemptions are effected) and will continue to operate under the Nautilus management team, led by founder and Chief Executive Officer, Sujal Patel, and founder and Chief Scientist, Parag Mallick. The boards of directors of both Arya III and Nautilus have approved the proposed transaction. Completion of the transaction, which is expected in the second quarter of 2021, is subject to approval of Arya III’s shareholders and the satisfaction or waiver of certain other customary closing conditions.

“We believe Nautilus has the potential to help revolutionize biomedicine with an ultra-sensitive, single-molecule protein analysis platform designed to comprehensively analyze and quantify the human proteome,” said Nautilus CEO, Sujal Patel. “Our long-standing relationship with Perceptive Advisors, combined with a strong syndicate of other investors, make us confident that this transaction aligns well with our goals of unlocking what we believe to be a significant opportunity in biological science, and creating long-term shareholder value.”

“When Arya III was formed, our objective was to identify a company with the potential to successfully address a significant, unmet need in biomedical science,” said Adam Stone, chief investment officer of Perceptive Advisors and CEO of Arya III. “In Nautilus, we are combining with a company we believe has the potential to transform the field of proteomics, unlocking access to the proteome and enabling fundamental advancements in biology, human health, and medicine. Over the course of our diligence, we've come to believe that the company’s innovative science, thoughtful commercialization strategy, and experienced leadership team make it an exceptional fit to meet our objectives.”

Proceeds of the business combination and PIPE will be used to advance development of Nautilus Biotechnology’s unique proteomic analysis platform, as well as growth across the company’s scientific, engineering, and commercial teams, and to support general corporate activities.

Since its founding, Nautilus has been driven by a desire to enable the biological community to rapidly and comprehensively access the proteome, thereby potentially transforming the ability to examine disease mechanisms, and develop new therapeutics and diagnostics. This mission is guided by a recognition that major advances in proteomics have lagged behind genomics, which Nautilus Biotechnology believes is primarily due to a lack of available tools for measuring the proteome as easily or completely as one can measure the genome and transcriptome.

Nautilus believes that a fundamentally new approach is required to unlock this potential opportunity in biological science. Nautilus is aiming to create a bold, disruptive technology that has the potential to dramatically accelerate the generation of proteomics-based insight, drive new discoveries, and propel this field forward to better understand our fundamental biology and the molecular mechanisms of disease.

Summary of Transaction

Current Nautilus Biotechnology stockholders and holders of outstanding equity awards are converting 100% of their existing equity interests into shares or equivalent awards of the Combined Company at an implied Nautilus Biotechnology equity value of $900 million. Current shareholders of Arya III are converting their class A ordinary shares and class B ordinary shares of Arya III into common stock of the Combined Company on a one for one basis. Assuming that no Arya III shareholders elect to redeem their shares, and taking into account their participation in the PIPE, the current stockholders of Nautilus Biotechnology, excluding Perceptive Advisors, are expected to own approximately 70% of the Combined Company after closing. Further assuming a share price of $10 per share, the Combined Company is expected to have an initial market capitalization of approximately $1.3 billion. Upon closing, it is expected that the Combined Company’s common stock will be publicly traded on Nasdaq under the ticker symbol “NAUT.”

Additional information about the transaction will be provided in a Current Report on Form 8-K that will contain an investor presentation to be filed by Arya III with the Securities and Exchange Commission (“SEC”) and will be available at www.sec.gov. In addition, Arya III intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus, and will file other documents regarding the proposed transaction with the SEC.

Advisors

Morgan Stanley is acting as lead financial advisor to Nautilus Biotechnology, with Cowen also acting as financial advisor to Nautilus Biotechnology. Jefferies LLC and Goldman Sachs & Co. LLC are acting as financial advisors to Arya III as well as private placement agents. Wilson Sonsini Goodrich & Rosati, P.C., is acting as legal counsel to Nautilus Biotechnology. Kirkland & Ellis LLP is acting as legal counsel to Arya III.

About Arya III

Arya III is a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Arya III is led by Chairman Joseph Edelman, Chief Executive Officer Adam Stone, Chief Financial Officer Michael Altman and Chief Business Officer Konstantin Poukalov.

About Nautilus Biotechnology

Nautilus is a biotechnology company who is developing a proteomics platform that aims to deliver superior sensitivity more quickly, more completely, and less expensively than is currently possible. Nautilus Biotechnology aims to enable a dramatic acceleration of basic science research, significantly improve the success rate of therapeutic development, and enhance opportunities for personalized and predictive medicine. Nautilus’ corporate headquarters is in Seattle, Washington and scientific research and development is being conducted from its San Carlos, California office and labs.