United States securities and exchange commission logo





                             August 20, 2020

       John M. Butler
       President & CEO
       INSU Acquisition Corp. II
       2929 Arch Street, Suite 1703
       Philadelphia, PA 19104-2870

                                                        Re: INSU Acquisition
Corp. II
                                                            Registration
Statement on Form S-1
                                                            Filed July 30, 2020
                                                            File No. 333-240205

       Dear Mr. Butler:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed July 30, 2020

       Financial Statements, page F-1

   1.                                                   Please tell us how you
determined it would be appropriate to include unaudited interim
                                                        results as of July 8,
2020 and for the period from January 1, 2020 through July 8, 2020.
                                                        Considering that you
report on a calendar year basis, it appears your interim reporting
                                                        should be based on
calendar quarters. As such, it appears the interim financial
                                                        information included in
this registration statement should be as of June 30, 2020 with any
                                                        material subsequent
activity reported as in a subsequent event footnote to those financial
                                                        statements.
 John M. Butler
FirstName LastNameJohn
INSU Acquisition Corp. II M. Butler
Comapany
August 20, NameINSU
           2020       Acquisition Corp. II
August
Page 2 20, 2020 Page 2
FirstName LastName
Exhibits

2.       We note that Section 9.3 of the Form of Warrant Agreement filed as
Exhibit 4.4 includes a
         choice of law provision limiting where claims may be brought (e.g.,
the courts of the State
         of New York or the United States District Court for the Southern
District of New York).
         Please clarify for us if this provision is applicable to the warrant
holders in this offering
         and, if so, whether it applies to claims made under the federal
securities laws. If the
         provision is applicable to warrants holders in this offering and to
claims made under the
         federal securities laws, please also revise your prospectus to discuss
the provision,
         including a description of any risks or other impacts on investors and
whether there is
         uncertainty as to its enforceability.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Paul Cline at (202) 551-3851 or Shannon Menjivar at
(202) 551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin E. Martin at (202) 551-3391 or James Lopez at (202) 551-3536 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Real
Estate & Construction
cc:      Mark Rosenstein