October 2, 2018
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kate McHale, Staff Attorney
Re: | ARYA Sciences Acquisition Corp. |
Registration Statement on Form S-1
Filed September 11, 2018, as amended
File No. 333-227283
Dear Ms. McHale:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby joins in the request of ARYA Sciences Acquisition Corp. 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 October 4, 2018, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 260 copies of the Preliminary Prospectus dated September 25, 2018 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advises that it has 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]
Very truly yours, | ||
JEFFERIES LLC, | ||
as Representative of the Several Underwriters | ||
By: | /s/ Tina Pappas | |
Name: Tina Pappas | ||
Title: Managing Director |