Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
October 28, 2021
CONFIDENTIAL
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Scott Anderegg |
Trine II Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed February October 6, 2021
File No. 333-253232
Ladies and Gentlemen:
On behalf of our client, Trine II Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, we submit to the Securities and Exchange Commission (the “Commission”) in electronic form the accompanying Amendment No. 5 to Registration Statement on Form S-1 of the Company (the “Registration Statement”).
The Registration Statement reflects the response of the Company to the comment received from the Staff of the Commission (the “Staff”) in a letter dated October 27, 2021.
The Company has asked us to convey the following as its responses to the Staff:
| 1. | We note that you expect to enter into agreements with the co-sponsor investors pursuant to which they will agree to purchase Class B ordinary shares immediately prior to closing of the offering. Please file such agreements as exhibits to the registration statement. |
Response to Comment 1
The Company respectfully advises the Staff that the Company has filed with the Registration Statement the forms of securities purchase agreements it intends to enter into with the sponsor co-investors.
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Any questions or notifications with respect to this letter should be directed to the undersigned at (212) 373-3309.
| Very truly yours, | |
| /s/ Raphael M. Russo | |
| Raphael M. Russo |
| cc: | Trine II Acquisition Corp. |
| Pierre M. Henry | |
| Mark J. Coleman | |
| Paul, Weiss, Rifkind, Wharton & Garrison LLP | |
| Arash Parsi, Esq. |
