UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

ARYA SCIENCES ACQUISITION CORP II
(Exact Name Of Registrant As Specified In Its Charter)


Cayman Islands
 
98-1533670
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

51 Astor Place, 10th Floor
New York, New York
 
10003
(Address of principal executive offices)
  (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
to be so registered
 
Name of each exchange on which
each class is to be registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
 
The Nasdaq Capital Market
Class A ordinary shares included as part of the units
 
The Nasdaq Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
 
The Nasdaq Capital Market

 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐
 
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐
 
Securities Act registration statement file number to which this form relates:
333-238488
 
Securities to be registered pursuant to Section 12(g) of the Act:
None

Item 1.
Description of Registrant’s Securities to be Registered
 
The description of the units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant, the Class A ordinary shares and the redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 (subject to adjustment), of ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company, as set forth under the caption “Description of Securities” in the prospectus forming a part of the Registration Statement on Form S-1, as originally filed with the Securities and Exchange Commission (the “Commission”) on May 19, 2020 (Registration No. 333-238488), including exhibits, and as subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, all of the above-referenced descriptions included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
 
Item 2.
Exhibits
 
Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The Nasdaq Capital Market, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
 
SIGNATURES
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
Date: June 4, 2020
ARYA SCIENCES ACQUISITION CORP II
   
 
By:
/s/ Adam Stone
 
Name:
Adam Stone
 
Title:
Chief Executive Officer