November 2, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: James Lopez and Mary Beth Breslin
Re: | New Providence Acquisition Corp. II Form S-1 Registration Statement File No. 333-253337 |
Dear Mr. Lopez and Ms. Breslin:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, as underwriter, hereby joins in the request of New Providence 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. New York time on November 4, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 50 copies of the Preliminary Prospectus dated November 1, 2021 have been distributed to prospective underwriters and 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 Exchange Act of 1934, as amended.
* * *
[Signature Page Follows]
Very truly yours,
DEUTSCHE BANK SECURITIES INC.
By: | /s/ Ravi Raghunathan |
| Name: Ravi Raghunathan |
| Title: Managing Director |
|
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By: | /s/ Brandon Sun |
| Name: Brandon Sun |
| Title: Director |
[Signature Page to Acceleration Request Letter]
