Exhibit
10.5 

 

DD3
ACQUISITION CORP. II

Pedregal
24, 3rd Floor, Interior 300

Colonia
Molino del Rey, Del. Miguel Hidalgo

11040
Mexico City, Mexico

 

December
7, 2020

 

DD3
Sponsor Group, LLC

Pedregal
24, 3rd Floor, Interior 300

Colonia
Molino del Rey, Del. Miguel Hidalgo

11040
Mexico City, Mexico

 

Ladies
and Gentlemen:

 

This
letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of
the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”)
of the securities of DD3 Acquisition Corp. II (the “Company”) and continuing until the earlier of (i)
the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”),
DD3 Sponsor Group, LLC (the “Sponsor”) shall make available, or cause to be made available, to the
Company certain office space, utilities and administrative support as may be reasonably required by the Company from time to time,
situated at Pedregal 24, 3rd Floor, Interior 300, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico (or any
successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date
and continuing monthly thereafter until the Termination Date. The Sponsor hereby agrees that it does not have any right, title,
interest, cause of action or claim of any kind (each, a “Claim”) in or to any monies that may be set
aside in a trust account (the “Trust Account”) to be established upon the consummation of the IPO for
the benefit of the public stockholders of the Company and hereby waives any Claim it may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account
for any reason whatsoever. 

This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.

No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party. 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 constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of laws principles.

[Signature
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	Very
                                         truly yours,


	 

	 

	 


	 

	DD3
                                         ACQUISITION CORP. II


	 

	 

	 


	 

	By:

	/s/
                                         Martin Werner


	 

	 

	Name: 
                                         Martin Werner


	 

	 

	Title:   
                                         Chief Executive Officer




 

	AGREED
                                         TO AND ACCEPTED BY:

	 


	 

	 

	 


	DD3
                                         SPONSOR GROUP, LLC

	 


	 

	 

	 


	By:

	/s/
                                         Jorge Combe

	 


	 

	Name: 
                                         Jorge Combe

	 


	 

	Title:   
                                         Manager

	 




[Signature
Page to Administrative Services Agreement]