Exhibit 10.2


 





INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made
as of December 7, 2020 by and between DD3 Acquisition Corp. II (the “Company”) and Continental Stock Transfer
& Trust Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-250212 (“Registration Statement”) for its initial public offering
of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Registration Statement); and


 


WHEREAS, EarlyBirdCapital,
Inc. is acting as the representative (the “Representative”) of the several underwriters in the IPO; and


 


WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, as
the same may be amended from time to time (the “Certificate of Incorporation”), $110,000,000 ($126,500,000 if
the over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement of units 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 Company’s Class A common stock,
par value $0.0001 per share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds to be
delivered to the Trustee will be 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, 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;


 


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 initially at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets
of $100 billion or more) in the United States, maintained by Trustee, 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 solely in United States
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”), having a maturity of 185 days or less, and/or in any open ended investment company
registered under the Investment Company Act that holds itself out as a money market fund selected by the Company meeting the conditions
of paragraph (d) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct
U.S. government treasury obligations; it being understood that the Trust Account will earn no interest while account funds are
uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration during
such periods;


 


(d)          Collect and receive, when due, all principal, 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 Representative 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;


 






     


     


    

 


(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 receipt of, and only in accordance with, the terms
of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, signed on behalf of the Company and, in the case of a Termination Letter in a form substantially similar
to that attached hereto as Exhibit A, jointly acknowledged and agreed to by the Representative, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other
documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee
within the period of time (the “Last Date”) provided in the Company’s Certificate of Incorporation, the
Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B hereto and distributed to the Public Stockholders of record as of the Last Date; and


 


(j)           Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed
on behalf of the Company by an authorized officer, distribute to Public Stockholders who exercised their conversion rights in connection
with an amendment to the Company’s Certificate of Incorporation (A) to modify the substance or timing of the Company’s
obligations with respect to conversion rights as described in the Registration Statement or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination (as defined below) activity (an “Amendment”)
an amount equal to the pro rata portion of the Property relating to the Common Stock for which such Public Stockholders have exercised
conversion rights in connection with such Amendment.


 


2.             Limited Distributions of Income from Trust Account.


 


(a)          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 Company the amount of interest income earned on the Trust Account
requested by the Company to cover any income or other tax obligation owed by the Company.


 


(b)          The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property.
Except as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance
with Sections 1(i) or 1(j) hereof.


 


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


 


(a)          Give all instructions to the Trustee hereunder in writing, signed by any one of the Company’s authorized officers.
In addition, except with respect to its duties under Sections 1(i), 1(j), and 2(a) above, 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 the provisions of Section 5 of this Agreement, 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 claim, potential claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or
relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence 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 paragraph, 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. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own
counsel;


 






     


     


    

 


(c)          Pay the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant
to Section 2(a) as set forth on Schedule A hereto, 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 and further agreed that any fees
owed to the Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 1(i)
solely in connection with the consummation of a business combination (a “Business Combination”). The Company
shall pay the Trustee the initial acceptance fee and first annual fee at the consummation of the IPO and thereafter on the anniversary
of the Effective Date;


 


(d)          In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee
an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes
verifying the vote of the Company’s stockholders regarding such Business Combination;


 


(e)          In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i),
the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f)           If the Company has an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter
in the form of Exhibit C providing instructions for the distribution of funds to Public Stockholders who exercise their
conversion rights in connection with such Amendment; and


 


(g)          Provide the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence
that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


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


 


(a)          Take any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee
shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct;


 


(b)          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 the Trustee 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
expenses incident thereto;


 


(c)          Change the investment of any Property, other than in compliance with Section 1(c);


 


(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 the Trustee, or any action suffered by the
Trustee to be taken or omitted, in good faith and in the exercise of the Trustee’s 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), 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 is believed by the Trustee, 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 correctness of the information set forth in the Registration Statement or to confirm or assure that any Business
Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)          File local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account
or deliver payee statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating
to the income earned on the Property;


 


(i)           Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any
such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it
under Section 2(a) hereof);


 


(j)           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; or


 


(k)          Verify calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i),
1(j), or 2(a) above.


 


5.             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 3(b) or Section 3(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.


 


6.             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 during which time the Trustee shall act in accordance with this Agreement.
At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company 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 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 3(b) and Section 5.


 


7.             Miscellaneous.


 


(a)          The Company and the Trustee will each restrict access to confidential information relating to funds being transferred to
or from the Trust Account 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 information, or of any change in its authorized personnel. In executing funds
transfers, the Trustee will 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 supplied to it or funds transferred based on such information.


 






     


     


    

 


(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.
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough
of Manhattan, 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.


 


(c)          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.


 


(d)          This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof. Except for Sections 1(i) and 1(j) (which sections may not be modified, amended or deleted without the affirmative vote
of a majority of the then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company
voting together as a single class; provided that no such amendment will affect any Public Stockholder who has otherwise indicated
his, her or its election to convert his, her or its shares of Common Stock in connection with a stockholder vote sought to amend
this Agreement, including a corresponding change to the Company’s Certificate of Incorporation), this Agreement or any provision
hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however, that no such
change, amendment or modification may be made without the prior written consent of the Representative. The Trustee may require
from Company counsel an opinion as to the propriety of any proposed amendment.


 


(e)          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, by email or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust
Company





1 State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf and Celeste Gonzalez





Email: fwolf@continentalstock.com





Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


DD3 Acquisition Corp. II





Pedregal 24, 3rd Floor, Interior 300





Colonia Molino del Rey, Del. Miguel
Hidalgo





11040 Mexico City, Mexico





Attn: Martin Werner





Email: martin.werner@dd3.mx


 


in either case with a copy (which copy shall
not constitute notice) to:


 


Greenberg Traurig,
P.A.





333 S.E. 2nd Avenue





Miami, FL 33131





Attn: Alan I. Annex, Esq.





Email: annexa@gtlaw.com


 






     


     


    

 


and


 


EarlyBirdCapital, Inc.





366 Madison Avenue, 8th Floor





New York, NY 10017





Attn: Steven Levine





Email: slevine@ebccap.com


 


and


 


Graubard Miller





The Chrysler Building





405 Lexington Avenue





New York, New York 10174





Attn: David Alan Miller, Esq.





Email: dmiller@graubard.com


 


(f)           This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)          Each of the Trustee and the Company 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.


 


(h)          Each of the Company and the Trustee hereby acknowledge that the Representative is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 




     


     


    


 


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


 


	 	CONTINENTAL
    STOCK TRANSFER
 & TRUST COMPANY, as Trustee
	 	 	 
		By:	/s/
        Francis Wolf  

	 	 	Name:  Francis
    Wolf
	 	 	Title:    Vice
    President
	 	 	 
	 	DD3
    ACQUISITION CORP. II
	 	 	 
		By:	/s/
        Martin Werner  

	 	 	Name:  Martin
    Werner
	 	 	Title:    Chief
    Executive Officer



 





[Signature Page to Investment Management
Trust Agreement]


 



     


     


    


 


SCHEDULE A


 


	Fee Item	Time and method of payment	 	Amount
	Initial acceptance fee	Initial closing of IPO by wire transfer	$	3,500.00
	Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	 
	 	$	10,000.00
	Transaction processing fee for disbursements to Company under Section 2	Billed to Company following disbursement made to Company under Section 2	
        $

        
	
        250.00 

	
        Paying Agent services as required pursuant to Sections
1(i) and 1(j)

        
	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(j)	 	Prevailing rates



 



     


     


    


 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer
& Trust Company





1 State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf and Celeste
Gonzalez


 


Re: Trust Account
– Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between DD3 Acquisition Corp. II (“Company”) and Continental
Stock Transfer & Trust Company, dated as of _________, 2020 (“Trust Agreement”), this is to advise you that
the Company has entered into an agreement with [  ] (the “Target Business”) to consummate a business
combination with the Target Business (“Business Combination”) on or about [insert date]. The Company shall notify
you at least 72 hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business
Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined 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 and transfer
the proceeds to 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 operating account at JP Morgan Chase Bank, N.A. (the “Trust Operating 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 Operating Account awaiting distribution, the Company
will not 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] by the Chief Executive Officer, which verifies that
the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint written
instructions from the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including
payment of amounts owed to Public Stockholders who have properly exercised their conversion rights (“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 in 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 you of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such notice as soon thereafter as possible.




 






    A-1 


     


    

 


	 	Very truly yours,
	 	 	 
	 	DD3 Acquisition Corp. II
	 	 	 
	 	By: 	  
	 	 	Name:
	 	 	Title:


 


AGREED TO AND ACKNOWLEDGED BY:


 


EARLYBIRDCAPITAL,
INC.


 


	By:	     	
	 	Name:	
	 	Title:	



  



    A-2 


     


    


 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer
& Trust Company





1 State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf and Celeste
Gonzalez


 


Re: Trust Account
- Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between DD3 Acquisition Corp. II (“Company”) and Continental
Stock Transfer & Trust Company, dated as of _________, 2020 (“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
Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein
and not otherwise defined 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 and 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 [  , 20 ]1
as the effective date for the purpose of determining when the Public Stockholders will be 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 Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s Certificate
of Incorporation. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 


	 	Very truly yours,
	 	 	 
	 	DD3 Acquisition Corp. II
	 	 	 
	 	By:	   
	 	 	Name:
	 	 	Title:


 


cc: EarlyBirdCapital, Inc.


 





 









1
24 months from the closing of the IPO or a later date, if extended.


 




    B-1 


     


    


 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer
& Trust Company





1 State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account
– Amendment Notification Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between DD3 Acquisition Corp. II (“Company”) and Continental
Stock Transfer & Trust Company, dated as of _________, 2020 (“Trust Agreement”), this is to inform you that
in connection with the stockholder vote to approve an Amendment to the Company’s Certificate of Incorporation, Public Stockholders
holding [____] shares of the Company’s Common Stock have properly requested conversion of such shares for their pro rata
portion of the Property held in the Trust Account. Capitalized words used herein and not otherwise defined shall have the meanings
ascribed to them in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate such investments in the Trust Account on [  ,
20 ], as required to pay an aggregate of $[_________], or $[_________] per share, to the Public Stockholders that have properly
requested conversion of their shares of Common Stock for their pro rata portion of the Property held in Trust Account and to transfer
the total proceeds into the trust operating account at JP Morgan Chase Bank, N.A. to await distribution to such Public Stockholders.
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 Public Stockholders that have properly requested conversion of their shares of the Company’s Common Stock in accordance
with the terms of the Trust Agreement and the Company’s Certificate of Incorporation.


 





	 	Very truly yours,
	 	 	 
	 	DD3 Acquisition Corp. II
	 	 	 
	 	By:	   
	 	 	Name:
	 	 	Title:


 


cc: EarlyBirdCapital, Inc.


 




    C-1 


     


    


 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer
& Trust Company





1 State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account
– Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
2(a) of the Investment Management Trust Agreement between DD3 Acquisition Corp. II (“Company”) and Continental
Stock Transfer & Trust Company, dated as of _________, 2020 (“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 words
used herein and not otherwise defined shall have the meanings ascribed to them 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,
	 	 	 
	 	DD3 Acquisition Corp. II
	 	 	 
	 	By:	   
	 	 	Name:
	 	 	Title:


 


cc: EarlyBirdCapital, Inc.


 






    D-1