United States securities and exchange commission logo
March 1, 2021
Remy Trafelet
Chief Executive Officer
Colonnade Acquisition Corp. II
1400 Centrepark Blvd, Ste 810 West
Palm Beach , FL 33401
Re: Colonnade
Acquisition Corp. II
Registration
Statement on Form S-1
Filed February 12,
2021
File No. 333-253091
Dear Mr. Trafelet:
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.
Form S-1 Filed February 12, 2021
General
1. We note that the fee
table on the facing page indicates that the registration statement is
registering the shares
underlying the warrants. We also note that the warrants being
offered will become
exercisable 30 days after the completion of your initial business
combination. Finally,
we note the disclosure on page 11 that you will file a post-effective
amendment to this
registration statement or a new registration statement to cover the
common stock underlying
the warrants. Given that the business combination could occur
within one year and
therefore the warrants may become exercisable within one year,
please revise your
disclosure throughout the prospectus to clarify that the registration
statement is
registering the shares underlying the warrants. Refer to Securities Act
Sections Compliance and
Disclosure Interpretation Question 103.04 for additional
Remy Trafelet
Colonnade Acquisition Corp. II
March 1, 2021
Page 2
guidance. Please also revise the legality opinions.
Index to Financial Statements, page F-1
2. Please update your financial statements in accordance with Rule 8-08 of
Regulation S-X.
Exhibits and Financial Statement Schedules
Exhibit 5.1 Opinion of White & Case LLP, page II-2
3. We note that Exhibit 5.1 references each unit consisting of one class A
ordinary share and
one-half of one redeemable warrant. Please reconcile the fraction of a
warrant included in
the unit with the disclosure in the prospectus of one-third of one
redeemable warrant.
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 Frank Knapp at 202-551-3805 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Link at 202-551-3356 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
FirstName LastNameRemy Trafelet
Division of
Corporation Finance
Comapany NameColonnade Acquisition Corp. II
Office of Real
Estate & Construction
March 1, 2021 Page 2
cc: Daniel Nussen
FirstName LastName