United States securities and exchange commission logo

                            May 14, 2020

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

                                                        Re: ARYA Sciences
Acquisition Corp III
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 17,
                                                            CIK 0001808805

       Dear Mr. Stone:

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

              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 comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

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

       Draft Registration Statement on Form S-1 filed April 17, 2020

       Description of Securities
       Founder Shares, page 112

   1.                                                   We note your disclosure
on page 112 that holders of your Class B common stock will
                                                        have the right to elect
all of your directors prior to your initial business combination.
                                                        Please disclose whether
the company will be a controlled company as defined under
                                                        Nasdaq's rules and
discuss the the corporate governance exemptions that Nasdaq provides
                                                        to a controlled
company. If applicable, include risk factor disclosure.
 Adam Stone
ARYA Sciences Acquisition Corp III
May 14, 2020
Page 2

       You may contact Paul Cline at 202-551-3851 or Kristina Marrone at
202-551-3429 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Michael Killoy at 202-551-7576 or Pam Long at 202-551-3765 with any
other questions.

FirstName LastNameAdam Stone                             Sincerely,
Comapany NameARYA Sciences Acquisition Corp III
                                                         Division of
Corporation Finance
May 14, 2020 Page 2                                      Office of Real Estate
& Construction
FirstName LastName