UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~December 1227, 2021 (~~November~~December 523, 2021)

Trine II Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40995	98-1575523
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

228 Park Avenue S., Ste 63482
New York, New York 10003

(Address of principal executive offices, including zip code)

(212) 503-2855
(Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	TRAQ.U	New York Stock Exchange
Class A ordinary share, $0.0001 par value	TRAQ	New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	TRAQ.WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On ~~November~~December 523, 2021, Trine II Acquisition Corp. (the “Company”) ~~consummated~~issued ~~its~~a ~~initial~~press ~~public~~release, ~~offering~~a ~~(the~~copy ~~“IPO”)~~ of ~~41,400,000 units~~which ~~(the~~is ~~“Units”),~~attached ~~including~~as ~~the~~Exhibit ~~issuance~~99.1 ofto 5this Current Report on Form 8-K,~~400,000~~ ~~Units~~announcing asthat athe ~~result~~holders of the ~~underwriter~~Company’s ~~exercise of~~units ~~its~~(the ~~over-allotment~~“Units”) ~~option~~may inelect ~~full.~~to ~~Each~~separately trade ~~Unit~~the ~~consists of one~~ Class A ordinary ~~share of the Company~~shares, par value $0.0001 per share (the “Class A Ordinary ~~Share~~Shares”), and warrants (the “Warrants”) comprising the units commencing on or about December 27, 2021. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable ~~warrant~~Warrant ofto ~~the~~purchase ~~Company~~one ~~(each~~Class ~~whole warrant,~~A aOrdinary ~~“Warrant”),~~Share. ~~with~~Any ~~each~~Units ~~whole~~not ~~Warrant~~separated ~~entitling~~will continue to trade on the ~~holder~~New ~~thereof~~York toStock ~~purchase~~Exchange ~~one~~under the symbol “TRAQ.U,” and the Class A Ordinary Shares and Warrants that are separated ~~Share~~will ~~for~~trade ~~$11.50~~on ~~per~~the ~~share,~~New ~~subject~~York toStock ~~adjustment~~Exchange under the symbols “TRAQ” and “TRAQ.WS,” ~~The~~respectively. ~~Units~~No ~~were~~fractional Warrants ~~sold~~will atbe aissued ~~price~~upon separation of ~~$10~~the Units and only whole Warrants will trade.00 ~~per~~Holders ~~Unit,~~of ~~generating~~the ~~gross~~Units ~~proceeds~~will need to ~~the~~have their brokers contact Continental Stock Transfer & Trust Company, ofthe ~~$414~~Company’s transfer agent,~~000,000~~ in order to separate the Units into the Class A Ordinary Shares and Warrants.

On November 5, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 20,560,000 warrants (the “Private Placement Warrants”) to Robin Trine II LLC and certain sponsor co-investors, generating gross proceeds to the Company of $20,560,000.

The net proceeds from the IPO, together with certain of the proceeds from the Private Placement, $422,280,000 in the aggregate (the “Offering Proceeds”), which amount includes $14,490,000 of the underwriter’s deferred discount, were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of November 5, 2021 reflecting receipt of the proceeds upon the consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
99.1		~~Audited~~Press ~~Balance~~Release, ~~Sheet~~dated asDecember ~~of November 5~~23, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRINE II ACQUISITION CORP.
Date: November 12, 2021	By:	/s/ Pierre M. Henry
Date: December 27, 2021	By:	/s/ Pierre M. Henry
		Name:	Pierre M. Henry
		Title:	Chief Executive Officer

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