January 12, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
Attention: Catherine De Lorenzo
| Re: | Atlantic Coastal Acquisition Corp. II |
Registration Statement on Form S-1
Filed December 2, 2021
File No. 333-261459
Dear Ms. De Lorenzo:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Atlantic Coastal Acquisition Corp. II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on January 13, 2022, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[Signature Page Follows]
| Very truly yours, | ||||
| CANTOR FITZGERALD & CO. | ||||
| By: | /s/ David Batalion | |||
| Name: | David Batalion | |||
| Title: | Senior Managing Director | |||
[Signature Page to UW Acceleration Request]
