January 22, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Hudson Executive Investment Corp. II |
Registration Statement on Form S-1
Filed December 31, 2020, as amended
File No. 333-251848
Dear Sir or Madam:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of Hudson Executive Investment 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. Washington D.C. time on January 25, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that approximately 475 copies of the Preliminary Prospectus dated January 15, 2021 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
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[Signature Page Follows]
Very truly yours, | ||||
CITIGROUP GLOBAL MARKETS INC. | ||||
as Representative of the Several Underwriters | ||||
By: | /S/ RAPHIE SYED | |||
Name: | Raphie Syed | |||
Title: | Director | |||
J.P. MORGAN SECURITIES LLC. | ||||
as Representative of the Several Underwriters | ||||
By: | /S/ RANGA KANTHADAI | |||
Name: | Ranga Kanthadai | |||
Title: | Vice President | |||
BARCLAYS CAPITAL INC. | ||||
as Representative of the Several Underwriters | ||||
By: | /S/ JOEL FLECK | |||
Name: | Joel Fleck | |||
Title: | Managing Director |