8-A12B

COLONNADE ACQUISITION CORP. II

Date: March 9, 2021

/s/ Remy W. Trafelet

Remy W. Trafelet

Chief Executive Officer

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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

COLONNADE ACQUISITION CORP. II

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

N/A

(State or other jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1400 Centrepark Blvd, Ste 810

West Palm Beach, FL

33401

(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 Registered		Name of Each Exchange on Which Each Class is to be Registered
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant		The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share		The New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		The New York Stock Exchange

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:

333-253091

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of Class)

Item 1.

Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the units, Class A ordinary shares, par value $0.0001 per share, and warrants to purchase Class A ordinary shares, of Colonnade Acquisition Corp. II (the “Registrant”). The description of the units, Class A ordinary shares and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-253091) originally filed with the Securities and Exchange Commission on February 12, 2021 as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2.

Exhibits.

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:


Exhibit No.		Description

3.1		Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253091), filed with the Securities and Exchange Commission on February 12, 2021).

3.2		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253091), filed with the Securities and Exchange Commission on February 12, 2021).

4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253091), filed with the Securities and Exchange Commission on February 12, 2021).

4.2		Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253091), filed with the Securities and Exchange Commission on February 12, 2021).

4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253091), filed with the Securities and Exchange Commission on February 12, 2021).

4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253091), filed with the Securities and Exchange Commission on February 12, 2021).

10.1		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253091), filed with the Securities and Exchange Commission on February 12, 2021).

10.2		Form of Registration Rights Agreement between the Registrant, Colonnade Sponsor II LLC and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253091), filed with the Securities and Exchange Commission on February 12, 2021).

SIGNATURE

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.