Exhibit 4.1

    

     

    

    SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE

    

    

    	
            NUMBER

          	
            SHARES

          


    

    

    ARYA SCIENCES ACQUISITION CORP V

    INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

    CLASS A ORDINARY SHARES

    

    

    SEE REVERSE FOR

    CERTAIN DEFINITIONS

    

    

    CUSIP [●]

    

    

    This Certifies that                                         is the owner of

    

    

    FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US $0.0001 EACH OF ARYA SCIENCES ACQUISITION CORP V

    (THE “COMPANY”)

    

    

    subject to the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, and transferable on
      the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

    

    

    The Company will be forced to redeem all of its Class A ordinary shares if it is unable to complete a business combination within the period set forth in
      the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, all as more fully described in the Company’s final prospectus dated [●], 2021.

    

    

    This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

    

    

    Witness the facsimile signatures of its duly authorized officers.

     

    

    	
            Dated

          	 	 
	 	

          	

          	 
	
            Chief Executive Officer

          	
            Cayman Islands

          	
            Chief Financial Officer

          
	 	 	 
	 	 	 


  

  

  
    
      


  

  
  
    ARYA SCIENCES ACQUISITION CORP V

    

    

    The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special
      rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all
      the provisions of the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, and resolutions of the Board of Directors providing for the issue of Class A ordinary shares (copies of which
      may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
      they were written out in full according to applicable laws or regulations:

    

    

    
      	
              TEN COM

            	
              —

            	
              as tenants in common

            	
              UNIF GIFT MIN ACT

            	
              —

            	 	
              Custodian

            	 
	 	 	 	 	 	
              (Cust)

            	 	
              (Minor)

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              under Uniform Gifts to Minors Act

            
	
              TEN ENT

            	
              —

            	
              as tenants by the entireties

            	 	

            
	 	 	 	 	 	
              (State)

            
	
              JT TEN

            	
              —

            	
              as joint tenants with right of survivorship and not as tenants in common

            	 	 	 	 


    

     

    

    Additional abbreviations may also be used though not in the above list.

    

    

    For value received,                             hereby sells, assigns and transfers unto

    

    

    (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

    

    

    (PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

    

    

    Shares represented by the within Certificate, and does hereby irrevocably constitute and appoint                  Attorney to transfer the said shares on
      the books of the within named Company with full power of substitution in the premises.

     

    

    	
            Dated

          	 	 	 
	 	 	
            Shareholder

          
	 	 	 
	
            Signature(s) Guaranteed:

          	 	
            NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
              ENLARGEMENT OR ANY CHANGE WHATEVER.

          
	 	 	 
	
            By

          	 	 
	 	 	 


     

    

    THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
      APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULE).

    

    

    
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    In each case, as more fully described in the Company’s final prospectus dated [●], 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion
      of certain funds held in the trust account established in connection with its initial public offering only in the event that (i) the Company redeems the Class A ordinary shares sold in its initial public offering and liquidates because it does not
      consummate an initial business combination within the period of time set forth in the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, (ii) the Company redeems the Class A ordinary
      shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders
      of the Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Class A ordinary shares if the Company does not complete its initial business combination
      within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective Class A
      ordinary shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination.
      In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.

    

    

    

     

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