Orion Acquisition Corp. II |
501 Second Street, Suite 211 |
San Francisco, California 94107 |
May 12, 2005 |
VIA EDGAR TRANSMISSION & FACSIMILE
Mr. John Reynolds
Assistant Director, Office of Emerging Growth Companies
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Mail Stop: 0511
| Re: | Registration Statement on Form SB-2 |
Ladies and Gentlemen:
Orion Acquisition Corp. II, a Delaware corporation (the “Company”), hereby respectfully requests acceleration pursuant to Rule 461 under the Securities Act of 1933, as amended, of the Registration Statement on Form SB-2 (Registration No. 333-122431), as amended, of the Company (the “Registration Statement”), so that the Registration Statement will be declared effective by the Securities and Exchange Commission (the “Commission”) at 4:30 p.m. eastern time on May 16, 2005, or as soon as practicable thereafter.
In addition, the Company respectfully requests that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to the Company’s counsel, Latham & Watkins LLP, Attention: Bradley A. Bugdanowitz, by facsimile to (415) 395-8095.
| Very truly yours, | ||
| ORION ACQUISITION CORP. II | ||
| By: | /s/ C. Patrick Machado | |
| Name: | C. Patrick Machado | |
| Title: | Senior Vice President and | |
| cc: | Bradley A. Bugdanowitz, Esq. | |
| Latham & Watkins LLP |
