Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of [____], 2021 by and between Acamar Partners Acquisition Corp.
II, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC,
a New York limited liability trust company (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-[__] (the “Registration Statement”) and prospectus (the
 “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-fourth of one warrant, each whole warrant entitling the holder thereof to purchase one share of
Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Credit Suisse
Securities (USA) LLC, and Goldman Sachs & Co. LLC, as representatives (the “Representatives”)
of the several underwriters (the “Underwriters”) named therein; and


 


WHEREAS, as described in the Prospectus,
$350,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $402,500,000 if the Underwriters’ option to purchase additional units is exercised in full) will be delivered to the
Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued in the
Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred
to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will
be referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred
to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $12,250,000, or $14,087,500 if the Underwriters’ option to purchase additional units is
exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the
Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. 
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for the
Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States
at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company
Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn
no interest while account funds are uninvested awaiting the Company’s instructions hereunder;


 






     


     


    

 


(d) Collect and receive, when due, all
interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein;


 


(e) Promptly notify the Company and the
Representatives of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information
or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of
the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of
the Company’s financial statements by the Company’s auditors;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written
statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust
Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, or Chief Financial Officer of
the Company or other authorized officer of the Company and the
Representatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest not previously released to the Company to pay its taxes (in the context of Exhibit B, net of any taxes
payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as
directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of
(i) 24 months after the closing of the Offering and (ii) such later date as may be approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in
accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust
Account, including interest not previously released to the Company to pay its taxes (net of any taxes payable and less up to
$100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public
Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a
form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no
such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account
open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;


 


(j) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw
from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to
cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property,
which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the
Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent
there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the
Trust Account as shall be designated by the Company in writing to make such distribution so long as there is no reduction in the
principal amount initially deposited in the Trust Account; provided, further, that if the tax to be paid
is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise
tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company
setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned
on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to the funds, and the Trustee shall have no responsibility to look beyond said
request;


 






     


     


    

 


(k) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the
Trustee shall distribute to the Public Stockholders of record as of such date the amount requested by the Company to be used to
redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment
to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s
obligation to redeem 100% of its public shares of Common Stock in connection with the consummation of an initial Business Combination
or if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended
and restated certificate of incorporation. The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;
and


 


(l)  Not make any withdrawals or
distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants of the
Company.  The Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee
hereunder in writing, signed by the Chairman of the Company’s board of directors, President, Chief Executive Officer, Chief Financial
Officer, Secretary or other authorized officer of the Company. In addition, except with respect to its duties under Sections
1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be
given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm
such instructions in writing;


 


(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and
disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any
action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which
in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned
on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right
to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld or delayed. The Trustee
may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be
unreasonably withheld or delayed. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth
on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing
fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until the Company consummates its Business Combination. The Company shall pay the
Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall
refund to the Company the monthly fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
A and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the
Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination involving the Company and one or more businesses (the “Business Combination”), provide
to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such
stockholders regarding such Business Combination;


 


(e) Provide the Representatives with
a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 






     


     


    

 


(f) Instruct the Trustee to make only
those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement; and


 


(g) Within four (4) business days after the
Underwriters exercise the option to purchase additional units (or any unexercised portion thereof) or such option expires, provide
the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be less than $12,250,000.


 


3. Limitations of Liability. 
The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations, perform duties,
inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly
set forth herein;


 


(b) Take any action with respect to the
Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third
party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the
collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so
and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto;


 


(d) Refund any depreciation in principal
of any Property;


 


(e) Assume that the authority of any
person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone
else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s
reasonable best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be
signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its
prior written consent thereto;


 


(g) Verify the accuracy of the information
contained in the Registration Statement;


 


(h) Provide any assurance that any Business
Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i)   File information returns with
respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company
documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports,
income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income
tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations, qualify or otherwise
approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 






     


     


    

 


4. Trust Account Waiver. 
The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to,
or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that
it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without
limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such
Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust
Account.


 


5. Termination.  This Agreement
shall terminate as follows:


 


(a) If the Trustee gives written notice
to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies
of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 


(b) At such time that the Trustee has
completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each
acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust
Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may
have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other
identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the funds.


 


(b) This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. Subject to Section 6(d),
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by
a writing signed by each of the parties hereto.


 






     


     


    

 


(d) This Agreement or any provision hereof
may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders
(as defined below), it being the specific intention of the parties hereto that each of the Company’s stockholders is, and
shall be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d) as
the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either
(i) the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of
the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five
percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share,
of the Company, voting together as a single class, have voted in favor of such change, amendment or modification, or (ii) the
Company’s stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding
shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company, voting together as a single
class, have delivered to such entity a signed writing approving such change, amendment or modification. No such amendment will
affect any Public Stockholder who has otherwise indicated his election to redeem his or her share of Common Stock in connection
with a stockholder vote sought to amend this Agreement. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced
above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 


(e) The parties hereto consent to the
jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving
any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE
RIGHT TO TRIAL BY JURY.


 


(f) Any notice, consent or request to
be given in connection with any of the terms or provisions of this 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 by facsimile or email transmission:


 


if to the Trustee, to:


 


American Stock Transfer & Trust
Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


Fax No.: [__]


 


if to the Company, to:


 


Luis Ignacio Solorzano Aizpuru


Chief Executive Officer


Acamar Partners Acquisition Corp. II


1450 Brickell Avenue, Suite 2130


Miami, Florida 33131


Telephone: +1 (786) 264-6680


 


with copy to:


Joseba Asier Picaza Ucar


Chief Financial Officer


Acamar Partners Acquisition Corp. II


1450 Brickell Avenue, Suite 2130


Miami, Florida 33131


 


in each case, with copies to:


 


Reed Smith LLP


599 Lexington Avenue


New York, NY 10022


Attn.: Ari Edelman, Esq.


Telephone:  (212) 521-5400


 


and


 






     


     


    

 


BofA Securities, Inc.


One Bryant Park


New York, New York 10036


Attn: [__]


Email: [__]


 


and


 


Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629


Attn: [__]


Email: [__]


 


and


 


Goldman Sachs & Co. LLC


200 West Street


New York, NY 10282


Attn.:  General Counsel


 


and


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas,


New York, NY10105


Attn.: Stuart Neuhauser, Esq.


Telephone:  (212) 370-1300


 


(g)  Each of the Company and the
Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to
perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims
or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.


 


(h) This Agreement is the joint product
of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(j) Each of the Company and the Trustee
hereby acknowledges and agrees that each Representative, on behalf of the Underwriters, is a third party beneficiary of this Agreement.


 


(k) Except as specified herein, no party
to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	American Stock Transfer & Trust Company, LLC, as Trustee
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 
	 	Acamar Partners Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to Investment Management
Trust Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	 	 
	 	 	 	 	 	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer thereafter by wire transfer or check.	 	$	 	 
	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	 	 
	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i)	 	Billed to Company upon delivery of service pursuant to Section 1(i)	 	 Prevailing rates	 


 






    - 1 - 


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: AST Shareholder Services


 


Re:   Trust Account No.  
        Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Acamar Partners Acquisition Corp. II (the “Company”) and
American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of              ,
2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert
name]  (the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date].  The Company shall notify you at least forty-eight (48) hours in advance
of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation
Date”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer
the proceeds into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date,
all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date.  It is acknowledged and agreed that while the funds are on deposit in the trust checking
account at J.P. Morgan Chase Bank, N.A., awaiting distribution, neither the Company nor the Representatives will earn any interest
or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company,
which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held
and (b) a written instruction signed by the Company and the Representatives with respect to the transfer of the funds held
in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). 
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter.  In the event that certain deposits held
in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of
the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after
the Consummation Date to the Company.  Upon the distribution of all the funds, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	Acamar Partners Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


	 	REPRESENTATIVES:
	 	 
	 	BofA Securities, Inc.




 


	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


		
        

        Credit Suisse Securities (USA) LLC

        



 


	 	By:	 
	 	 	Name: 
	 	 	Title: 


 





	 	Goldman Sachs & Co. LLC
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


 


[Signature Page to Exhibit A
of the Investment Management Trust Agreement]




 






     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: AST Shareholder Services


 


Re:   Trust Account No.  
       Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Acamar Partners Acquisition Corp. II (the “Company”) and
American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of               ,
2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business
combination with a Target Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate all of the assets in the Trust Account on  , 20[ * ] and to transfer the total proceeds into a
segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders.  The Company
has selected [ * ]1 as the record
date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. 
You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation of the Company.  Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the
extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Acamar Partners Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	
        BofA Securities, Inc.

        Credit Suisse Securities (USA) LLC

        Goldman Sachs & Co. LLC



 


 






1
24 months from the closing of the Offering.


 






     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn:  AST Shareholder Services


 


Re:   Trust Account No.  
         Tax Payment Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(j) of the
Investment Management Trust Agreement between Acamar Partners Acquisition Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of                ,
2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $   of
the interest income earned on the Property as of the date hereof.  Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Acamar Partners Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	
        BofA Securities, Inc.

        Credit Suisse Securities (UCA) LLC

        Goldman Sachs & Co. LLC



 






     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: AST Shareholder Services


 


Re:    Trust Account No.              Stockholder
Redemption Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Acamar Partners Acquisition Corp. (the “Company”) and
American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of   , 2021
(the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders
of the Company $    of the principal and interest income earned on the Property as of the date hereof into a segregated
account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


The Company needs such funds to pay its
Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a
stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the
substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not
consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate
of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter into a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	Acamar Partners Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	
        BofA Securities, Inc.

        Credit Suisse Securities (UCA) LLC

        Goldman Sachs & Co. LLC