CORRESP 1 filename1.htm

 

EARLYBIRDCAPITAL, INC.

366 Madison Avenue | 8th Floor

New York, NY 10017

 

December 3, 2020

 

VIA EDGAR

 

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

 

Re:DD3 Acquisition Corp. II
Registration Statement on Form S-1
Registration No. 333-250212

 

Gentlemen:

 

In connection with the Registration Statement on Form S-1 of DD3 Acquisition Corp. II, the undersigned, which is acting as the representative of the underwriters of the offering, hereby requests acceleration of the effective date and time of the Registration Statement to 4:00 p.m. on December 7, 2020 or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”).

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 395 copies of the Preliminary Prospectus dated December 1, 2020 have been distributed to prospective underwriters, 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 and Exchange Act of 1934, as amended.

 

 

Very truly yours,

 

EARLYBIRDCAPITAL, INC.

 

 
 By:    

/s/ Steven Levine

Name: Steven Levine

Title: CEO