BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
December 7, 2020
VIA EMAIL & EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Electronics and Machinery
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ruairi Regan
| Re: | RMG Acquisition Corporation II (the “Company”) |
Registration Statement on Form S-1 (Registration No. 333-249342)
Dear Mr. Regan:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join the request of the Company that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time, on December 9, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Skadden, Arps, Slate, Meagher & Flom LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, please be advised that we expect to distribute approximately 785 copies of the preliminary prospectus dated December 2, 2020 (the “Preliminary Prospectus”) as of December 9, 2020 to prospective underwriters, dealers, institutional investors and others.
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 Page Follows]
Very truly yours,
BOFA SECURITIES, INC.
By: | /s/ Michael Liloia | |
| Name: | Michael Liloia | |
| Title: | Director | |
[Signature Page to Acceleration Request Letter]
BARCLAYS CAPITAL INC.
By: | /s/ Robert Stowe | |
| Name: | Robert Stowe | |
| Title: | Managing Director | |
[Signature Page to Acceleration Request Letter]