Exhibit 10.1


 


[____], 2021


 


Acamar Partners Acquisition Corp. II


1450 Brickell Avenue, Suite 2130,


Miami, Florida 33131


 


	 	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among Acamar Partners Acquisition Corp. II, a Delaware corporation (the “Company”),
and BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of up to 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased
to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A
common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable
warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of
Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph
11 hereof.


 


In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of Acamar Partners Sponsor II LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each
of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


	 	1.	Business Combination.


 


(a) Each Insider will not enter into a binding agreement
for a proposed Business Combination or propose any Business Combination to stockholders of the Company unless such action is first
approved by the manager(s) of the Sponsor.


 


(b) Subject to paragraph 1(a), the Sponsor and each Insider
agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed
Business Combination, it, he or she shall (i) vote any shares of Common Stock (as defined below) owned by it, him or her in
favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection
with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer,
the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares of Common Stock owned by it, him or her
in connection therewith.


 


	 	2.	Failure to Consummate a Business Combination; Trust Account Waiver. 


 


The Sponsor and each Insider hereby agrees that in the event
that the Company fails to consummate a Business Combination within 24 months from the closing of the Public Offering, or such later
period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of
incorporation (as it may be amended from time to time, the “Charter”), the Sponsor and each Insider shall
take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the shares of Class A Common
Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned
on the funds held in the Trust Account and not previously released to the Company to fund its taxes payable and up to $100,000
to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish
all Public Stockholders’ (as defined below) rights as stockholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each
Insider agrees to not propose any amendment to the Charter to modify the substance or timing of the Company’s obligation
to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the required time period set
forth in the Charter or with respect to any other material provisions relating to stockholders’ rights or pre-initial business
combination activity, unless the Company provides its Public Stockholders with the opportunity to redeem their Offering Shares
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
its taxes, divided by the number of then outstanding Offering Shares.


 






    


     


    

 


The Sponsor and each Insider acknowledges that it, he or she
has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company
as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider
hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he
or she may have in connection with (A) the consummation of a Business Combination, including, without limitation, any such
rights available in the context of a stockholder vote to approve such Business Combination, or (B) a stockholder vote to approve
an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering
Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter or with respect
to any other material provisions relating to stockholders’ rights or pre-initial business combination activity or in the
context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective
affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company
fails to consummate a Business Combination within the time period set forth in the Charter).


 


	 	3.	Forfeiture of Founder Shares.


 


To the extent that the Underwriters do not exercise their over-allotment
option to purchase up to an additional 5,250,000 Units within 45 days from the date of the Prospectus (and as further described
in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,312,500 multiplied
by a fraction, (i) the numerator of which is 5,250,000 minus the number of Units purchased by the Underwriters upon the exercise
of their over-allotment option, and (ii) the denominator of which is 5,250,000. The forfeiture will be adjusted to the extent
that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate
of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after the Public Offering (not including
shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as defined below)). The Sponsor further
agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units
or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering
in such amount as to maintain the ownership of the initial stockholders prior to the Public Offering at 20.0% of its issued and
outstanding Capital Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size
of the Public Offering, then (A) the references to 5,250,000 in the numerator and denominator of the formula in the first
sentence of this paragraph shall be changed to a number equal to 15% of the number of Public Shares included in the Units issued
in the Public Offering and (B) the reference to 1,312,500 in the formula set forth in the first sentence of this paragraph
shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the initial
stockholders to hold an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after
the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants).


 


	 	4.	Lock-up; Transfer Restrictions. 


 


(a) The Sponsor and each Insider agrees that it, he
or she shall not Transfer any Founder Shares (or any shares of Class A Common Stock issuable upon conversion thereof)
until the earlier of (A) one year after the completion of the Business Combination or earlier if, subsequent to the
Business Combination, the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after the Business Combination and (B) the date following the
completion of the Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other
similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of
Class A Common Stock for cash, securities or other property (the “Founder Shares Lock-up
Period”).


 






    


     


    

 


(b) The Sponsor and each Insider agrees that it, he or she
shall not Transfer any Private Placement Warrants (or any share of Class A Common Stock issued or issuable upon the exercise of
the Private Placement Warrants), until 30 days after the completion of  a Business Combination, the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up
Period, the “Lock-up Periods”). 


(c) Notwithstanding the provisions set forth in paragraphs
4(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Class A Common Stock issued or issuable
upon the exercise or conversion of the Private Placement Warrants or the Founder Shares that are held by the Sponsor, any Insider
or any of their permitted transferees (that have complied with this paragraph 4(c)), are permitted (a) to the Company’s
officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate  of the Company’s sponsor or to any member of the sponsor
or any of their affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust,
the beneficiary of which is a member of such person’s immediate family or such individual, an affiliate of such person or
to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such
person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers
made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business
Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) by virtue of the
laws of the State of Delaware or the Company’s sponsor’s limited liability company agreement, upon dissolution
of the Company’s sponsor, (g) in the event of the Company’s liquidation prior to the consummation of
the Business Combination; or (h) in the event that, subsequent to the consummation of  the Business Combination,
the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all
of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash,
securities or other property; provided, however, that in the case of clauses (a) through (e) these permitted transferees must
enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in
 letter agreement .


 


(d) Except as provided under 4(c), during the period
commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each
Insider shall not, without the prior written consent of the Underwriters, Transfer any Units, shares of Common Stock,
Warrants or any other securities convertible into, or exercisable or exchangeable for, shares of Common Stock held by it, her
or him, as applicable, subject to certain exceptions enumerated in Section 5(h) of the Underwriting Agreement.


 


(e) Each of the Insiders and the Sponsor acknowledges and
agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph 4, the Company
shall announce such release or waiver by press release through a major news service at least two business days before the effective
date of such release or waiver. Any release or waiver granted shall be effective no earlier than two business days after the publication
date of such press release.


 






    


     


    

 


	 	5.	Indemnification.


 


In the event of the liquidation of the Trust Account upon the
failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor
(the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject
as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement
or Business Combination agreement (a “Target”); provided, however, that such indemnification
of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party
or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share and
(ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less
taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights
to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims
under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor
notifies the Company in writing that it shall undertake such defense.


 


	 	6.	Representations and Warranties.


 


(a) The Sponsor and each Insider has full right and power,
without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement
with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director
on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of
the Company.


 


(b) The Sponsor and each Insider represents and warrants
that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association
or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does
not omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s questionnaire
furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he
or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never
been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently
a defendant in any such criminal proceeding.


 


	 	7.	Remedies.


 


(a) The Sponsor and each Insider hereby agrees and acknowledges
that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider
of its, his or her obligations under paragraphs 1, 2, 3, 4(a), 4(b), 4(d) and 5, as applicable, of this Letter Agreement (ii) monetary
damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief,
in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


(b) Notwithstanding anything appearing to the contrary
in this Letter Agreement, solely with respect to any liability or obligation of the Company arising under this Letter Agreement,
(i) no affiliate of the Company or any direct or indirect partner, member or stockholder of the Company or any affiliate of
the Company (or any officer, director, agent, manager, personal representative, trustee or employee of the Company, any affiliate
of the Company or any such direct or indirect partner, member or stockholder) (collectively, the “Exculpated Parties”)
shall be liable for the performance or non-performance of the Company’s obligations under this Letter Agreement, and (ii) the
parties hereby agree to look solely to the Company and the Company’s assets for the satisfaction of any liability or obligation
of the Company arising under this Letter Agreement and further agree not to sue or otherwise seek to enforce any such liability
or obligation of the Company with respect to any matters arising out of or in connection with this Letter Agreement against any
of the Exculpated Parties.


 






    


     


    

 


	 	8.	Payments by the Company. 


 


Except as disclosed in the Prospectus, neither the Sponsor nor
any officer, nor any affiliate of the Sponsor or any officer, nor any director of the Company, shall receive from the Company any
finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation
prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is).


 


	 	9.	Director and Officer Liability Insurance. 


 


The Company will maintain an insurance policy or policies providing
directors’ and officers’ liability insurance, and each Director shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


	 	10.	Termination. 


 


This Letter Agreement shall terminate on the earlier of (i) the
expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall
earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2021; provided further
that paragraph 5 of this Letter Agreement shall survive such liquidation.


 


	 	11.	Definition. 


 


As used herein, (i) “Business Combination”
shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Company and one or more businesses; (ii) “Common Stock” shall mean the Class A
common stock and Class B common stock; (iii) “Founder Shares” shall mean the 10,062,5,000 shares
of Class B common stock issued and outstanding (up to 1,312,500 Shares of which are subject to complete or partial forfeiture
if the over-allotment option is not exercised by the Underwriters); (iv) “Initial Stockholders”
shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants”
shall mean the up to 6,333,333 Warrants (or up to 7,033,333 Warrants if the over-allotment option is exercised in full) that the
Sponsor has agreed to purchase for an aggregate purchase price of $9,500,000 (or $10,550,000 if the over-allotment option is exercised
in full), or $1.50 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering;
(vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of
the Private Placement Warrants shall be deposited; (viii) “Transfer” shall mean the (a) sale
of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of
or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with
respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and
regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b); and (ix) “Warrants” shall mean the
Private Placement Warrants and public warrants.


 


	 	12.	Entire Agreement.


 


This Letter Agreement constitutes the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical
error) as to any particular provision, except by a written instrument executed by all parties hereto.


 






    


     


    

 


	 	13.	Assignment.


 


No party hereto may assign either this Letter Agreement or any
of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment
in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title
to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors,
heirs and assigns and permitted transferees.


 


	 	14.	Counterparts.


 


This Letter Agreement may be executed in any number of original
or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.


 


	 	15.	Severability.


 


This Letter Agreement shall be deemed severable, and the invalidity
or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or
of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


	 	16.	Governing Law.


 


This Letter Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action, proceeding,
claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of
New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall
be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


	 	17.	Notices. 


 


Any notice, consent or request to be given in connection with
any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private
courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


[Signature Page Follows]


 






    


     


    

 


	 	Sincerely,
	 	ACAMAR PARTNERS SPONSOR II LLC
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	 	Juan Carlos Torres Carretero
	 	 	 
	 	 	 
	 	 	Luis Ignacio Solorzano Aizpuru
	 	 	 
	 	 	 
	 	 	Juan Duarte Hinterholzer
	 	 	 
	 	 	 
	 	 	Joseba Asier Picaza Ucar


 


	Acknowledged and Agreed:	 
	ACAMAR PARTNERS ACQUISITION CORP. II	 
	By:	 	 
	 	Name:	 
	 	Title: 	 


 


[Signature Page to Letter Agreement]