CORRESP

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

January 7, 2021

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: David Link

Re: Leo Holdings Corp. II (the “Company”)

Registration Statement on Form S-1 (Registration No. 333-249676)

Dear Mr. Link:

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 January 7, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis 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 1,050 copies of the preliminary prospectus dated January 7, 2021 (the “Preliminary Prospectus”) as of January 7, 2021 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,

DEUTSCHE BANK SECURITIES INC.

By:		/s/ Ravi Raghunathan
Name:		Ravi Raghunathan
Title:		Managing Director

By:		/s/ Brandon Sun
Name:		Brandon Sun
Title:		Director

CREDIT SUISSE SECURITIES (USA) LLC

By:		/s/ Jennifer Gong
Name:		Jennifer Gong
Title:		Director