Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Cantor Fitzgerald & Co.
499 Park Avenue
New York, New York 10022
August 6, 2019
VIA EMAIL & EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Beverages, Apparel and Mining
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Ruairi Regan |
| David Link |
| Re: | Thunder Bridge Acquisition II, Ltd. (the “Company”) |
| Registration Statement on Form S-1 (Registration No. 333-232688) |
Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby joins the request of Thunder Bridge Acquisition II, Ltd. that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time, on August 8, 2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Ellenoff Grossman & Schole LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated August 5, 2019:
| (i) | Dates of distribution: August 5, 2019 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 2 |
| (iii) | Number of prospectuses furnished to underwriters, dealers, institutions and others: approximately 250 |
We, the undersigned, as representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Ray Yousefian | |
| Name: Ray Yousefian | ||
| Title: Vice President | ||
| CANTOR FITZGERALD & CO. | ||
| By: | /s/ Sage Kelly | |
| Name: Sage Kelly | ||
| Title:Head of I.B. | ||
[Signature Page to Acceleration Request Letter]
