October 24, 2018

Jonathan Z. Cohen
Chief Executive Officer
Osprey Energy Acquisition Corp. II
1845 Walnut Street, 10th Floor
Philadelphia, PA 19103

       Re: Osprey Energy Acquisition Corp. II
           Draft Registration Statement on Form S-1
           Submitted September 28, 2018
           CIK No. 0001753539

Dear Mr. Cohen:

       We have reviewed your draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1

Prospectus Summary
Our Company, page 2

1.     Please revise to ensure that the disclosure you provide regarding
management's experience
       is appropriately balanced, and includes disclosure of any relevant
transactions or business
       ventures that generated losses for investors, to the extent applicable.
Please also revise to
       include the returns to date for public shareholders that purchased
shares in the Osprey I
       IPO, and include a recent trading price for the FLMN common stock.
2.     Please provide additional disclosure about the basis for your statement
that management
 Jonathan Z. Cohen
FirstName LastNameJonathan Z. Cohen
Osprey Energy Acquisition Corp. II
Comapany NameOsprey Energy Acquisition Corp. II
October 24, 2018
Page 2
October 24, 2018 Page 2
FirstName LastName
         has "successfully deployed capital in all market cycles" and provide
additional disclosure
         about how management measures and defines this success.
Permitted purchases of public shares by our affiliates, page 15

3.       Please revise your disclosure to clarify that one purpose and effect
of your initial
         shareholders, directors, executive officers, advisors or their
affiliates purchasing shares
         prior to your initial business combination could be to influence the
vote necessary to
         approve such a transaction and that, if true, there is no limit on the
number of shares they
         may purchase.
Manner of conducting redemptions, page 17

4.       Please disclose whether the $5,000,001 of net tangible assets is
calculated before or after
         you pay your underwriters fees and commissions.
Dilution, page 60

5.       We are unable to recalculate your net tangible book deficit of
$(9,461). Please show us
         your calculation or revise.
Capitalization, page 62

6.       It appears from your disclosure under the heading "Redemption of
public shares and
         distribution and liquidation if no initial business combination" on
page 21 that redemption
         of the public shares is independent of your liquidation and
dissolution, which must be
         separately approved by your remaining shareholders after such
redemption. Please tell us
         why it is not appropriate to classify these remaining shares entirely
in the mezzanine
         under the guidance in paragraph 3f of ASC 480-10-S99-3A. In this
regard, it appears that
         these securities are subject to a deemed liquidation event as opposed
to an ordinary
         liquidation event as described in this guidance.
General

7.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 Jonathan Z. Cohen
Osprey Energy Acquisition Corp. II
October 24, 2018
Page 3

       You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796
or Jim
Allegretto, Senior Assistant Chief Accountant, at 202-551-3849 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Jacqueline Kaufman,
Staff Attorney, at 202-551-3797 or Lisa Kohl, Legal Branch Chief, at
202-551-3252 with any
other questions.



FirstName LastNameJonathan Z. Cohen                        Sincerely,
Comapany NameOsprey Energy Acquisition Corp. II
                                                           Division of
Corporation Finance
October 24, 2018 Page 3                                    Office of Consumer
Products
FirstName LastName