EARLYBIRDCAPITAL, INC.
366 Madison Avenue | 8th Floor
New York, NY 10017
February 3, 2022
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Re: | LIV Capital Acquisition Corp. II Registration Statement on Form S-1 | |
File No. 333-261950 |
Gentlemen:
In connection with the Registration Statement on Form S-1 of LIV Capital 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 February 7, 2022 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 of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through February 3, 2022, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated January 31, 2022, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
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.
Very truly yours, | |||
EARLYBIRDCAPITAL, INC. | |||
By: | /s/ Steven Levine | ||
Name: | Steven Levine | ||
Title: | CEO |