June 11, 2019

Jonathan J. Ledecky
Chief Executive Officer
Pivotal Investment Corporation II
c/o Graubard Miller
The Chrysler Building, 405 Lexington Avenue
New York, New York 10174

       Re: Pivotal Investment Corporation II
           Registration Statement on Form S-1
           Filed June 7, 2019
           File No. 333-232019

Dear Mr. Ledecky:

       We have reviewed your 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.

Registration Statement on Form S-1 Filed June 7, 2019

Exclusive forum selection, page 116

1.     We note your revised disclosure that your exclusive forum provision will
not apply to
       suits brought to enforce any duty or liability created by the Exchange
Act. Please ensure
       that the exclusive forum provision in the governing documents states
this clearly, or tell us
       how you will inform investors in future filings that the provision does
not apply to any
       actions arising under the Exchange Act.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Jonathan J. Ledecky
Pivotal Investment Corporation II
June 11, 2019
Page 2

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact James Giugliano at 202-551-3319 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) Alper at 202-551-3329 or Pam Howell at 202-551-3357 with
any other
questions.



                                                           Sincerely,

FirstName LastNameJonathan J. Ledecky                      Division of
Corporation Finance
                                                           Office of Beverages,
Apparel and
Comapany NamePivotal Investment Corporation II
                                                           Mining
June 11, 2019 Page 2
cc:       Jeffrey Gallant
FirstName LastName