January 4, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Brigitte Lippmann
| Re: | VectoIQ Acquisition Corp. II |
| Registration Statement on Form S-1 | |
| Filed December 18, 2020, as amended | |
| File No. 333-251510 |
Dear Ms. Lippmann:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join in the request of VectoIQ Acquisition Corp. 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. Washington D.C. time on January 6, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that approximately 355 copies of the Preliminary Prospectus dated December 31, 2020 are expected to be 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 Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[Signature Page Follows]
| Very truly yours, | |||
| Cowen and Company, LLC | |||
| as Representative of the Several Underwriters | |||
| By: | /s/ Christopher Weekes | ||
| Name: | Christopher Weekes | ||
| Title: | Managing Director | ||
| Morgan Stanley & Co. LLC | |||
| as Representative of the Several Underwriters | |||
| By: | /s/ Kyle McDonnell | ||
| Name: | Kyle McDonnell | ||
| Title: | Executive Director | ||
[Signature Page to Underwriters’ Acceleration Request Letter]
