United States securities and exchange commission logo
August 27, 2020
Vincent T. Cubbage
Chief Executive Officer, President and Chairman of the Board
Tortoise Acquisition Corp. II
5100 W. 115th Place
Leawood, KS 66211
Re: Tortoise
Acquisition Corp. II
Registration
Statement on Form S-1
Filed August 24,
2020
File No. 333-248269
Dear Mr. Cubbage:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Risk Factors
Certain of our officers and directors are now, and all of them may in
the future become, affiliated
with entities engaged, page 49
1. You disclose that
"certain of our officers and directors currently serve in similar roles for
Tortoise Acquisition I,
a blank check company incorporated as a Delaware corporation
and formed for the
purpose of effecting its own initial business combination," and at page
80 you state that your
"management team will include all of the members of the
management team of
Tortoise Acquisition I." However, at page 28 you disclose that "Our
sponsor, officers and
directors have agreed, pursuant to a written letter agreement, not
to participate in the
formation of, or become an officer or director of, any other blank
check company until we
have entered into a definitive agreement regarding our initial
Vincent T. Cubbage
Tortoise Acquisition Corp. II
August 27, 2020
Page 2
business combination." Please file the executed version of the letter
agreement you list as
exhibit 10.2, and revise your prospectus to disclose the date of the
referenced
agreement and to clarify or reconcile any potential disclosure
discrepancy.
2. We note that the registrant was formed as a Cayman Islands company
approximately one
month after Tortoise Acquisition I announced its proposed business
combination with
Hyliion. In light of the provision from your letter agreement regarding
the timing and
potential for similar endeavors by your officers and directors, tell us
whether there are any
formal or informal agreements among your sponsor and members of your
management
team to replicate the same business model or form additional blank check
companies once you find a suitable target for the registrant. If such
agreements exist,
please disclose the particulars in the revised prospectus.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Wei Lu, Staff Accountant, at (202) 551-3725 or Ethan
Horowitz, Accounting Branch Chief, at (202) 551-3311 if you have questions
regarding
comments on the financial statements and related matters. Please contact Anuja
A. Majmudar,
Attorney-Advisor, at (202) 551-3844 or, in her absence, Timothy S. Levenberg,
Special Counsel,
at (202) 551-3707 with any other questions.
Sincerely,
FirstName LastNameVincent T. Cubbage
Division of
Corporation Finance
Comapany NameTortoise Acquisition Corp. II
Office of Energy &
Transportation
August 27, 2020 Page 2
cc: Ramey Layne, Esq.
FirstName LastName