EARLYBIRDCAPITAL, INC.
366 Madison Avenue | 8th Floor
New York, NY 10017
December 3, 2020
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
| Re: | DD3 Acquisition Corp. II Registration Statement on Form S-1 Registration No. 333-250212 |
Gentlemen:
In connection with the Registration Statement on Form S-1 of DD3 Acquisition Corp. II, the undersigned, which is acting as the representative of the underwriters of the offering, hereby requests acceleration of the effective date and time of the Registration Statement to 4:00 p.m. on December 7, 2020 or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”).
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 395 copies of the Preliminary Prospectus dated December 1, 2020 have been distributed to prospective underwriters, dealers, institutional investors, retail investors and others.
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.
Very truly yours,
EARLYBIRDCAPITAL, INC.
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| By: | /s/ Steven Levine Name: Steven Levine Title: CEO |
