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                               February 11, 2021

       Mohsin Meghji
       Chief Executive Officer
       M3 Acquisition II Corp.
       1700 Broadway     19th Floor
       New York, NY 10019

                                                        Re: M3 Acquisition II
Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted January
15, 2021
                                                            CIK No. 0001839175

       Dear Mr. Meghji:

              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 Submitted January 15, 2021

       Exclusive forum for certain lawsuits, page 134

   1.                                                   We note that your forum
selection provision identifies the Court of Chancery of the State
                                                        of Delaware as the
exclusive forum for certain litigation, including any    derivative
                                                        action.    Please
disclose whether this provision applies to actions arising under the
                                                        Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange
                                                        Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or
                                                        liability created by
the Exchange Act or the rules and regulations thereunder, and Section
                                                        22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all
                                                        suits brought to
enforce any duty or liability created by the Securities Act or the rules and
                                                        regulations thereunder.
If the provision applies to Securities Act claims, please also revise
 Mohsin Meghji
M3 Acquisition II Corp.
February 11, 2021
Page 2
      your prospectus to state that there is uncertainty as to whether a court
would enforce such
      provision and that investors cannot waive compliance with the federal
securities laws and
      the rules and regulations thereunder. If this provision does not apply to
actions arising
      under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
      provision in the governing documents states this clearly.
2.    If the exclusive forum provision in the restated charter applies to
claims under the federal
      securities laws, please provide corresponding disclosure in your Risk
Factors section. If
      appropriate, describe the risks to investors associated with such
provision (including
      increased costs to bring a claim and the limitation of investors' ability
to bring a claim in a
      judicial forum that they find favorable), and address any uncertainty
about the provision's
      enforceability.
       You may contact Myra Moosariparambil, Staff Accountant, at (202)
551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Timothy S. Levenberg,
Special Counsel, at (202) 551-3707 or Loan Lauren Nguyen, Legal Branch Chief,
at (202) 551-
3642 with any other questions.



                                                              Sincerely,
FirstName LastNameMohsin Meghji
                                                              Division of
Corporation Finance
Comapany NameM3 Acquisition II Corp.
                                                              Office of Energy
& Transportation
February 11, 2021 Page 2
cc:       Christian Nagler, Esq.
FirstName LastName