November 29, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Arthur Tornabene-Zales Karina Dorin |
Re: Motive Capital Corp II
Registration Statement on Form S-1
Filed November 15, 2021
File No. 333-261084
Dear Mr. Tornabene-Zayas and Ms. Dorin:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join the request of Motive Capital Corp II (the “Company”) that the effectiveness for the above-captioned Registration Statement on Form S-1 filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4 p.m. Eastern Time, on, December 1, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, please be advised that we will distribute to each underwriter, dealer or institution who is reasonably anticipated to participate in the offering as many copies of the preliminary prospectus dated December 1, 2021 (the “Preliminary Prospectus”) as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[Signature Pages Follow]
| Very truly yours, | ||
| UBS Securities LLC | ||
| By: | /s/ Adam Kerbis | |
| Name: Adam Kerbis | ||
| Title: Director | ||
| By: | /s/ Austin Gobbo | |
| Name: Austin Gobbo | ||
| Title: Associate Director | ||
[Signature Page to Acceleration Request]
| Very truly yours, | ||
| J.P. Morgan Securities LLC | ||
| By: | /s/ Peter Castoro | |
| Name: Peter Castoro | ||
| Title: Vice President | ||
[Signature Page to Acceleration Request]
