United States securities and exchange commission logo





                                May 11, 2021

       Gary A. Simanson
       President and Chief Executive Officer
       Thunder Bridge II Surviving Pubco, Inc.
       9912 Georgetown Pike
       Suite D203
       Great Falls, Virginia 22066

                                                        Re: Thunder Bridge II
Surviving Pubco, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed May 4, 2021
                                                            File No. 333-252374

       Dear Mr. Simanson:

             We have reviewed your amended 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.

       Amendment No. 2 to Registration Statement on Form S-4 filed May 4, 2021

       Cover Page

   1.                                                   It appears that you
have set the record date for a day in April of 2021. Please fill in the
                                                        record date and all
related information.
       Financial Statements
       Statements of Cash Flows, page F-6

   2.                                                   Please label your
amounts presented as "Restated".
 Gary A. Simanson
FirstName  LastNameGary    A.Pubco,
                              Simanson
Thunder Bridge  II Surviving        Inc.
Comapany
May        NameThunder Bridge II Surviving Pubco, Inc.
     11, 2021
May 11,
Page 2 2021 Page 2
FirstName LastName
Note 7 - Warrant Liability (Restated), page F-14

3.       Please revise your disclosure on page F-15 to clarify that the fair
value of your warrants at
         December 31, 2020 was $97,181,794 instead of $97,1891,794.

Note 10 - Restatement of Previously Issued Financial Statements, page F-23

4.       Please review the amounts presented in this footnote and ensure that
the restated amounts
         agree to the amounts presented on the face of the financial statements
and correct
         typographical errors. For example:
             You disclose on pages F-5 and F-24 that additional paid in capital
as of December 31,
             2020 and 2019 was zero; however, additional paid in capital, per
page F-3, was
             $81,045,344 and $1,378,837 as of December 31, 2020 and 2019,
respectively; and
             You currently disclose on page F-24 that net loss for the year
ended December 31,
             2020 was "$73,292,930)." Please correct the parenthetical omission
to present your
             net loss as $(73,292,930).

       You may contact Jeff Gordon, Staff Accountant, at 202-551-3866 or Kevin
Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Erin Purnell, Senior Attorney, at 202-551-3454 with any other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Manufacturing
cc:      Jonathan H. Talcott