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United States securities and exchange commission logo
June 11, 2020
Howard W. Lutnick
Chief Executive Officer
CF Finance Acquisition Corp. II
110 East 59th St.
New York, NY 10022
Re: CF Finance
Acquisition Corp. II
Draft Registration
Statement on Form S-1
Submitted May 18,
2020
CIK No. 1811856
Dear Mr. Lutnick:
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 submitted May 18, 2020
General
1. We note your disclosure
on page 58 and on page 131 that your exclusive forum provision
does not apply to
actions arising under the Securities Act or the Exchange Act. Please
ensure that the
exclusive forum provision in your Amended and Restated Certificate of
Incorporation states
this clearly, or tell us how you will inform investors in future filings
that the provision does
not apply to actions arising under the Securities Act or the
Exchange Act.
Howard W. Lutnick
FirstName LastNameHoward W. Lutnick
CF Finance Acquisition Corp. II
Comapany NameCF Finance Acquisition Corp. II
June 11, 2020
Page 2
June 11, 2020 Page 2
FirstName LastName
Calculation of Registration Fee Table , page i
2. We note that you included a market-making prospectus. Please include a
footnote to the
fee table for the amount of securities being registered solely for
certain market-making
transactions.
We may engage in an initial business combination . . . , page 47
3. Please clarify the nature of the fairness opinion required for a
business combination with
an affiliated entity. Disclosure here suggests this opinion would
address the fairness of the
transaction to stockholders, whereas disclosure on page 7 under "Our
Business
Combination Process" suggests that the opinion would address the
fairness of the
transaction to the company.
Notes to the Financial Statements
7. Subsequent Events, page F-15
4. Please disclose the actual date through which subsequent events were
evaluated as
required by ASC 855-10-50-1.
You may contact Mindy Hooker, Staff Accountant, at (202) 551-3732 or
John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Sergio Chinos, Staff
Attorney, at (202)
551-7844 or Sherry Haywood, Staff Attorney, at (202) 551-3345 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Stuart Neuhauser