References to the "Company," "our," "us" or "we" refer to
Cautionary Note Regarding Forward-Looking Statements
Some of the statements contained in this Quarterly Report on Form 10-Q may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties (some of which are beyond our control) or other factors:
• we have no operating history and no revenues, and you have no basis on which to
evaluate our ability to achieve our business objective;
• our ability to select an appropriate target business or businesses;
• our ability to complete a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses (the "Business Combination");
• our expectations around the performance of a prospective target business or
businesses;
• our success in retaining or recruiting, or changes required in, our officers,
key employees or directors following our initial Business Combination;
• our officers and directors allocating their time to other businesses and
potentially having conflicts of interest with our business or in approving our initial Business Combination;
• our potential ability to obtain additional financing to complete our initial
Business Combination;
• our pool of prospective target businesses;
• our ability to consummate an initial Business Combination due to the
uncertainty resulting from the recent COVID-19 pandemic;
• the ability of our officers and directors to generate a number of potential
Business Combination opportunities;
• our public securities' potential liquidity and trading;
• the use of proceeds not held in the trust account or available to us from
interest income on the trust account balance;
• the trust account not being subject to claims of third parties
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• our financial performance following our initial public offering (the "Initial
Public Offering"); and
• the other risks and uncertainties discussed herein, in our annual report on
form 10-K filed with theSEC onMarch 30, 2021 and our other filings with theSEC .
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Overview
We are a blank check company incorporated on
Our registration statement for our Initial Public Offering was declared
effective on
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement ("Private Placement") of 499,000 Class A ordinary shares
(the "Private Placement Shares"), at a price of
Upon the closing of the Initial Public Offering and the Private Placement,
If we have not completed a Business Combination within 24 months from the
closing of the Initial Public Offering, or
We reviewed a number of opportunities to enter into a business combination with
an operating business before entering on
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Table of Contents The issuance of additional shares in a business combination:
• may significantly dilute the equity interest of investors in our initial public
offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
• may subordinate the rights of holders of Class A ordinary shares if preference
shares are issued with rights senior to those afforded our Class A ordinary
shares;
• could cause a change in control if a substantial number of our Class A ordinary
shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
• may have the effect of delaying or preventing a change of control of us by
diluting the share ownership or voting rights of a person seeking to obtain
control of us; and
• may adversely affect prevailing market prices for our Class A ordinary shares.
Similarly, if we issue debt or otherwise incur significant debt, it could result in:
• our immediate payment of all principal and accrued interest, if any, if the
debt is payable on demand;
• our inability to obtain necessary additional financing if the debt contains
covenants restricting our ability to obtain such financing while the debt
security is outstanding;
• our inability to pay dividends on our ordinary shares;
• using a substantial portion of our cash flow to pay principal and interest on
our debt, which will reduce the funds available for dividends on our ordinary shares, if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
• limitations on our flexibility in planning for and reacting to changes in our
business and in the industry in which we operate;
• increased vulnerability to adverse changes in general economic, industry and
competitive conditions and adverse changes in government regulation; and
• limitations on our ability to borrow additional amounts for expenses, capital
expenditures, acquisitions, debt service requirements, execution of our
strategy and other purposes and other disadvantages compared to our competitors
who have less debt.
As of
Proposed Nautilus Business Combination and related Proposed Transactions
The Business Combination Agreement provides for, among other things, the
following transactions: (i) Nautilus will changes its name to "
In accordance with the terms and subject to the conditions of the Business
Combination Agreement, outstanding shares of Nautilus (other than treasury
shares and any Company Dissenting Shares (as defined in the Business Combination
Agreement) will be exchanged for shares of New Nautilus Common Stock and
outstanding Nautilus options to purchase shares of Nautilus (whether vested or
unvested) will be exchanged for comparable options to purchase New Nautilus
Common Stock, in each case, based on an implied Nautilus equity value of
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Table of Contents The Nautilus Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by our shareholders and the fulfillment of other customary closing conditions.
Concurrently with the execution of the Business Combination Agreement, the
company, the sponsor, and each other holder of Class B ordinary shares of ARYA
(the "Other Class
Concurrently with the execution of the Business Combination Agreement, we
entered into subscription agreements (the "Subscription Agreements") with
certain investors, including, among others,
Within 24 hours of the signing of the Business Combination Agreement, certain directors, officers and stockholders of Nautilus entered into a Transaction Support Agreement with the company, pursuant to which such parties have agreed to, among other things, (i) support and vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger), and (ii) be bound by certain other covenants and agreements related to the Nautilus Business Combination, including a restriction on transfers with respect to his, her or its shares in Nautilus prior to the closing of the Nautilus Business Combination.
The company, the Perceptive Shareholders (as defined in the Business Combination
Agreement), the Other Class
A copy of each of the above referenced agreements is filed as exhibits with a
Current Report on Form 8-K, filed with the
Results of Operations
Our entire activity since inception through
For the three months ended
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Table of Contents Going Concern Consideration
As of
Our liquidity needs to date have been satisfied through a contribution of
In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Updated ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern", management has determined that the working capital deficit raises substantial about the Company's ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
We continue to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Related Party Transactions
Founder Shares
On
The initial shareholders agreed, subject to limited exceptions, not to transfer,
assign or sell any of their founder shares until the earlier to occur of: (i)
one year after the completion of the initial Business Combination and (ii)
subsequent to the initial Business Combination, (A) if the closing price of our
Class A ordinary shares equals or exceeds
Private Placement Shares
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement of 499,000 private placement shares, at a price of
The sponsor and our officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their private placement shares until 30 days after the completion of the initial Business Combination.
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Table of Contents Related Party Loans
On
In addition, in order to finance transaction costs in connection with a Business
Combination, the sponsor or an affiliate of the sponsor, or certain of our
officers and directors may, but are not obligated to, loan us funds as may be
required in the form of Working Capital Loans. If we complete a Business
Combination, we may repay the Working Capital Loans out of the proceeds of the
trust account released to us. Otherwise, the Working Capital Loans may be repaid
only out of funds held outside the trust account. In the event that a Business
Combination does not close, we may use a portion of the proceeds held outside
the trust account to repay the Working Capital Loans but no proceeds held in the
trust account would be used to repay the Working Capital Loans. Except for the
foregoing, the terms of such Working Capital Loans, if any, have not been
determined and no written agreements exist with respect to such loans. The
Working Capital Loans would either be repaid upon consummation of a Business
Combination, without interest, or, at the lender's discretion, up to
Administrative Support Agreement
Commencing on the date the registration statement relating to our Initial Public
Offering became effective through the earlier of consummation of the initial
Business Combination and our liquidation, we reimburse the sponsor for office
space, secretarial and administrative services provided to us in the amount of
Other Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations,
operating lease obligations, purchase obligations or long-term liabilities,
other than for an agreement pay our Sponsor fees of
Registration and Shareholder Rights
The holders of founder shares, private placement shares, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent our completion of a business combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act of 1933, as amended (the "Securities Act") to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, in accordance with the letter agreement our initial shareholders entered into and (ii) in the case of the private placement shares, 30 days after the completion of our business combination. The company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
We granted the Underwriters a 45-day option from the final prospectus relating
to the Initial Public Offering to purchase up to 1,950,000 additional Public
Shares to cover over-allotments at the initial public offering price less the
underwriting discounts and commissions. The Underwriters fully exercised the
over-allotment option on
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The Underwriters were paid a cash underwriting discount of
Critical Accounting Policies
This management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in
Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to mandatory redemption (if any) are classified
as liability instruments and are measured at fair value. Conditionally
redeemable Class A ordinary shares (including Class A ordinary shares that
feature redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within
the Company's control) are classified as temporary equity. At all other times,
Class A ordinary shares are classified as shareholders' equity. Our Class A
ordinary shares feature certain redemption rights that are considered to be
outside of our control and subject to the occurrence of uncertain future events.
Accordingly, at
Net Income (Loss) Per Ordinary Share
Net income (loss) per share is computed by dividing net income by the
weighted-average number of ordinary shares outstanding during the periods. Our
unaudited condensed statements of operations include a presentation of income
(loss) per share for ordinary shares subject to redemption in a manner similar
to the two-class method of income per share. Net income per ordinary share,
basic and diluted, for Class A ordinary shares is calculated by dividing the net
gain, dividends and interest on investments held in Trust Account, net of
applicable taxes available to be withdrawn from the Trust Account, resulting in
a net gain of approximately
Fair Value of Financial Instruments
Fair value is defined as the price that would be received for sale of an asset
or paid for transfer of a liability, in an orderly transaction between market
participants at the measurement date.
• Level 1, defined as observable inputs such as quoted prices (unadjusted) for
identical instruments in active markets;
• Level 2, defined as inputs other than quoted prices in active markets that are
either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
• Level 3, defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 22
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Table of Contents In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
As of
Recent Accounting Pronouncements
Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Off-Balance Sheet Arrangements
As of
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal control over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the executive's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an "emerging growth company," whichever is earlier.
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