August 4, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Michael Killoy
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Re:
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ARYA Sciences Acquisition Corp III
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Registration Statement on Form S-1
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Filed July 21, 2020, as amended
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File No. 333-239986
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Dear Mr. Killoy:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the
several underwriters, hereby join in the request of ARYA Sciences Acquisition Corp III that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on
August 6, 2020, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 2400 copies of the Preliminary Prospectus
dated July 29, 2020 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.
* * *
[signature page follows]
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Very truly yours,
JEFFERIES LLC
GOLDMAN SACHS & CO. LLC
as Representatives of the Several Underwriters
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JEFFERIES LLC
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By:
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/s/ Tina Pappas
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Name:
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Tina Pappas
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Title:
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Managing Director
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GOLDMAN SACHS & CO. LLC
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By:
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/s/ Daniel M. Young
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Name:
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Daniel M. Young
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Title:
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Managing Director
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