July 10, 2019
VIA EDGAR
Mr. Ronald Alper
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Pivotal Investment Corporation II |
Registration Statement on FormS-1
Filed June 7, 2019, as amended
FileNo. 333-232019
Dear Mr. Alper:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, as representatives of the several underwriters, hereby join in the request of Pivotal Investment Corporation II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. EST on Thursday, July 11, 2019, or as soon as thereafter practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, 500 copies of the Preliminary Prospectus dated July 8, 2019 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advise that they have complied and will continue to comply with the requirements of Rule15c2-8 under the Securities and Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
As representatives of the several underwriters,
CANTOR FITZGERALD & CO.
| By: | /s/ Sage Kelly | |
| Name: | Sage Kelly | |
| Title: | Managing Director |
BTIG, LLC
| By: | /s/ Gil Ottensoser | |
| Name: | Gil Ottensoser | |
| Title: | Managing Director |
