CORRESP 1 filename1.htm npacii-corresp.DOCX.htm

 

November 2, 2021

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: James Lopez and Mary Beth Breslin

 

Re:

New Providence Acquisition Corp. II

Form S-1 Registration Statement

File No. 333-253337

 

Dear Mr. Lopez and Ms. Breslin:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, as underwriter, hereby joins in the request of New Providence 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. New York time on November 4, 2021, or as soon thereafter as practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 50 copies of the Preliminary Prospectus dated November 1, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

 

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,

 

 

 

DEUTSCHE BANK SECURITIES INC.

 

 

 

 

By:

/s/ Ravi Raghunathan

 

Name: Ravi Raghunathan

 

Title: Managing Director

 

 

 

By:

/s/ Brandon Sun

 

Name: Brandon Sun

 

Title: Director

 

[Signature Page to Acceleration Request Letter]