HEALTHCARE MERGER CORP. II
623 Fifth Avenue, 14th Floor
New York, New York 10022
February 1, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Ronald E. Alper
| Re: | Healthcare Merger Corp. II | |
Request for Withdrawal Pursuant to Rule 477 of Registration Statement on Form S-1 (File No. 333-254447) |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, on behalf of Healthcare Merger Corp. II (“we,” “us,” “our,” or the “Company”), we hereby submit this letter to notify the Securities and Exchange Commission (the “SEC”) of our withdrawal of our Registration Statement on Form S-1 (File No. 333-254447) (the “Registration Statement”) because the Company has elected to abandon the transactions subject thereto. The Registration Statement was not declared effective and no securities have been issued or sold under the Registration Statement.
If you have any questions or comments concerning this request, please call or contact our legal counsel, Joshua N. Englard, Esq. of Ellenoff Grossman & Schole LLP, at (212) 370-1300 or jenglard@egsllp.com.
| Sincerely, | |
/s/ Steven J. Shulman | |
Steven J. Shulman Co-Chief Executive Officer |
