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                            April 6, 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. 1 to
Registration Statement on Form S-4
                                                            Filed March 23,
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.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 19, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-4 filed March 23,
2021

       Summary of the Proxy Statement/Prospectus, page 8

   1.                                                   It appears that in
response to prior comment 5, the company deleted the disclosure about
                                                        "significant"
out-of-pocket expenses incurred in connection with performing due diligence
                                                        on suitable targets for
business combinations and the negotiation of the business
                                                        combination. Please
revise the disclosure in the Summary beginning on page 8 and in the
                                                        Q&A beginning on page
23 to quantify, if material, the out-of-pocket expenses.
 Gary A. Simanson
FirstName   LastNameGary    A.Pubco,
                               Simanson
Thunder Bridge   II Surviving        Inc.
Comapany
April       NameThunder Bridge II Surviving Pubco, Inc.
       6, 2021
April 26, 2021 Page 2
Page
FirstName LastName
Shareholder Proposal 6: The Advisory Charter Proposals, page 15

2.       We note your response to prior comment 2. Please clarify your
disclosure on page 15 and
         elsewhere that the proposals are being presented "in accordance with
the requirements" of
         the SEC to clarify that you are giving shareholders the opportunity to
present their
         separate views on important corporate governance provisions.
Beneficial Ownership of Securities, page 187

3.       We note that in footnote 5 to the table, you indicate that there will
be additional directors
         of the company after the business combination. Please identify all
directors in a pre-
         effective amendment, and include them by name in the table. In
addition, please fill in the
         identities of the beneficial owners in each of the footnotes.
       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 Counsel, at 202-551-3454 with any other questions.



                                                               Sincerely,

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