Skadden, Arps, Slate, Meagher & Flom llp
One manhattan west
New York, New York 10001
| DIRECT DIAL (212) 735-3574 DIRECT FAX (917) 777-3574 EMAIL ADDRESS David.Goldschmidt@SKADDEN.COM | TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com | FIRM/AFFILIATE OFFICES _____ BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK WASHINGTON, D.C. WILMINGTON _____ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
March 11, 2021
VIA EDGAR
Maryse Mills-Apenteng
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| RE: | NextGen Acquisition Corp. II |
Draft Registration Statement Submitted February 10, 2021
CIK No. 0001843388
Form S-1 Filed March 4, 2021
File No. 333-253848
Dear Mrs. Mills-Apenteng:
On behalf of NextGen Acquisition Corp. II (the “Company” or “we”), in connection with the proposed initial public offering of the Company’s securities, we submit the below in response to the comment of the staff (“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission received by letter dated March 9, 2021, concerning the Company’s Registration Statement on Form S-1 filed on March 4, 2021.
| 1. | Draft Registration Statement on Form S-1 |
| a. | General |
| i. | Please include a bullet point summary of your principal risks in the forepart of the prospectus as required by Item 105(b) of Regulation S-K. |
The Company will revise the prospectus to include the bullet point summary as required by Item 105(b) in the next amended S-1 filing.
* * *
U.S. Securities and Exchange Commission
March 11, 2021
Page 2
Please contact me at (212) 735-3574 should you require further information.
| Very truly yours, | |
| /s/ David J. Goldschmidt | |
| David J. Goldschmidt |
| cc: | NextGen Acquisition Corp. II |
Patrick T. Ford
| cc: | Ropes & Gray LLP |
Paul Tropp, Esq. and Emily Oldshue, Esq.
