August 13, 2018

Adam Stone
Chief Executive Officer
ARYA Sciences Acquisition Corp.
51 Astor Place, 10th Floor
New York, NY 10003

       Re: ARYA Sciences Acquisition Corp.
           Draft Registration Statement on Form S-1
           Filed July 17, 2018
           File No. 377-02172

Dear Mr. Stone:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted July 17, 2018

Use of Proceeds, page 58

1.     It appears that the "total offering expenses" and "proceeds after
offering expenses" line
       items may not have been correctly calculated. Please revise your table
as appropriate.
Capitalization , page 64

2.     Please expand your table to include a footnote that explains the nature
of deferred
       underwriting discounts and commissions, as well as the reason it is
included as part of
       total capitalization, as adjusted.
 Adam Stone
FirstName LastNameAdam Stone
ARYA Sciences Acquisition Corp.
Comapany NameARYA Sciences Acquisition Corp.
August 13, 2018
August 13, 2018 Page 2
Page 2
FirstName LastName
Liquidity and Capital Resources, page 66

3.       Please clarify in the first sentence that the "$300,000 in loans from
our sponsor" is a
         commitment from your sponsor to provide such loans to you.
Statement of Operations, page F-4

4.       To the extent that the founder shares were issued to the sponsor on
July 5, 2018, as
         disclosed in the prospectus and Note 4, it appears that the weighted
average shares
         outstanding for the period is not correct. Please revise your
registration statement as
         appropriate.
Note 4 - Related Party Transactions
Founder Shares, page F-11

5.       Your disclosure states that your sponsor purchased 3,593,750 shares of
Class B ordinary
         shares for $25,000. However, the presentation in your statement of
cash flows suggests
         that the Class B ordinary shares were issued to the sponsor, in a
non-cash transaction, in
         exchange for offering, formation, and operating costs that were paid
on your behalf by the
         sponsor. In this regard, please revise your disclosure to better
clarify the nature of the
         transaction or explain to us how the current disclosure is
appropriate.
Note 7 - Subsequent Events, page F-15

6.       Please revise your disclosure to indicate the date through which
subsequent events were
         evaluated. Refer to ASC 855-10-50-1a.
Signatures, page II-4

7.       Please indicate on the signature page, if true, that Mr. Altman is
also signing in his
         capacity as Chief Accounting Officer or Controller as required by Form
S-1.
General

8.       Please provide us with copies of all written communications, as
defined in Rule 405 under
         the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
         potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
         retain copies of the communications.
        You may contact Dale Welcome, Staff Accountant, at (202) 551-3865 or
John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Kate McHale, Staff
Attorney, at (202)
551-3464 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any
other questions.
 Adam Stone
ARYA Sciences Acquisition Corp.
August 13, 2018
Page 3
                                               Sincerely,
FirstName LastNameAdam Stone
                                               Division of Corporation Finance
Comapany NameARYA Sciences Acquisition Corp.
                                               Office of Manufacturing and
August 13, 2018 Page 3                         Construction
FirstName LastName