Nautilus Biotechnology, Inc. entered into a definitive merger agreement to acquire ARYA Sciences Acquisition Corp III (NasdaqCM:ARYA) for approximately $1 billion in a reverse merger transaction on February 7, 2021. Nautilus Biotechnology is expected to receive $350 million in proceeds through the business combination, including a $200 million fully committed PIPE led by Perceptive Advisors and other top-tier healthcare investors. Nautilus Biotechnology will receive 90.9 million new shares of ARYA. 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 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” (the “Combined Company”).

The Combined Company 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 obligation of ARYA and Nautilus to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the Hart- Scott- Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any order, law or other legal restraint or prohibition issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction enjoining or prohibiting the consummation of the Domestication or the Merger, (iii) the effectiveness of the Registration Statement on Form S- 4 (the “Registration Statement”) in accordance with the provisions of the Securities Act registering the ARYA Common Stock to be issued in the Merger and the Domestication, (iv) the required approvals of ARYA's shareholders, (v) the approval of Nautilus' shareholders, (iv) ARYA having at least $5,000,001 of net tangible assets remaining after the closing of the Business Combination, (vii) the approval by Nasdaq of ARYA's initial listing application in connection with the Business Combination, and (viii) completion of private placement and the satisfaction or waiver of certain other customary closing conditions. The special meeting of ARYA shareholders to approve the transaction will be held on June 8, 2021. The boards of directors of both Arya III and Nautilus have approved the proposed transaction. The business combination was approved by Arya III's shareholders on June 8, 2021. The transaction had been previously approved by Nautilus shareholders. The business combination is expected to be completed in the second quarter of 2021.

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. Rob Kornegay, Michael Nordtvedt, Zachary Myers, Bridget Balisy, Robert Ishii, Brian Keyes, Scott McCall, Jaqueline Tokuda, Jonathan Zhu, Derek Wallace, Amy Simmerman, Ryan Greecher and Vern Norviel of Wilson Sonsini Goodrich & Rosati, P.C., acted as legal advisors to Nautilus Biotechnology. Ryan Brissette, Jonathan Davis, Peter Seligson, Christian Nagler, Sara Zablotney, Scott Fryman and Michael Krasnovsky of Kirkland & Ellis LLP acted as legal advisors for Arya III. Morrow & Co., LLC acted as information agent to ARYA and will receive a fee of $22,500 for its services.

Nautilus Biotechnology, Inc. completed the acquisition of ARYA Sciences Acquisition Corp III (NasdaqCM:ARYA) in a reverse merger transaction on June 9, 2021. The combined company, Nautilus Biotechnology, Inc. (“Nautilus”), will commence trading shares of its common stock under the ticker symbol “NAUT” on the Nasdaq Global Select Market on June 10, 2021.