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United States securities and exchange commission logo
October 16, 2020
Philip Kassin
President
RMG Acquisition Corp. II
50 West Street, Suite 40C
New York, NY 10006
Re: RMG Acquisition
Corp. II
Registration
Statement on Form S-1
Filed October 6,
2020
File No. 333-249342
Dear Mr. Kassin:
We have reviewed your registration statement and have the
following comment. In our
comment, 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 this comment, we may have additional comments.
Registration Statement on Form S-1 filed October 6, 2020
General
1. We note that Section
9.3 of the warrant agreement filed as Exhibit 4.4 includes an
applicable law
provision limiting where claims may be brought (e.g., the courts of the
State of New York or
the United States District Court for the Southern District of New
York). Please clarify
if this provision is applicable to investors in this offering and, if so,
whether it applies to
claims made under the federal securities laws. If the provision is
applicable to investors
in this offering, please also revise your prospectus to discuss the
provision, including a
description of any risks or other impacts on investors and whether
there is uncertainty as
to its enforceability.
We remind you that the
company and its management are responsible for the accuracy
Philip Kassin
RMG Acquisition Corp. II
October 16, 2020
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
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 Ruairi Regan at 202-551-3269 or Erin Martin at
202-551-3391 if you
have any questions.
Sincerely,
FirstName LastNamePhilip Kassin
Division of
Corporation Finance
Comapany NameRMG Acquisition Corp. II
Office of Real
Estate & Construction
October 16, 2020 Page 2
cc: Gregg Noel, Esq.
FirstName LastName