SecProbe.io

CORRESP
1
filename1.htm

  Perkins Coie LLP

1155 Avenue of the Americas

22nd Floor

New York, NY 10036-2711

  T. +1.212.262.6900

F. +1.212.977.1649

perkinscoie.com

September
30, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100 F Street NE

Washington, D.C. 20549

Attention: Frank Knapp

Kristina
Marrone

Ruairi Regan

Pamela Long

Re:  Insight Digital
Partners II

Registration
Statement on Form S-1

Filed August 20, 2025

File No. 333-289728

Ladies
and Gentlemen:

On
behalf of our client, Insight Digital Partners II, a Cayman Islands exempted company (the “Company”), we are writing
to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the “Staff”) with respect to the above-referenced Registration Statement on Form S-1 (the
“Registration Statement”), contained in the Staff’s letter dated September 16, 2025 (the “Comment Letter”).

The
Company has filed via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which reflects the
Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment
contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the
responses set forth below refer to page numbers in the Amendment No. 1. Capitalized terms used but not defined herein have the meanings
set forth in the Amendment No. 1.

Registration
Statement on Form S-1 filed August 20, 2025

Cover
Page

 1. We
                                            note disclosure on page 20 that if you increase or decrease the size of the offering pursuant
                                            to Rule 462(b), you will take steps to maintain the ownership of founder shares by your initial
                                            shareholders at 25% of your issued and outstanding ordinary shares upon the consummation
                                            of the offering. Please revise the cover page and summary to disclose whether any additional
                                            founder shares may be issued to the sponsor or affiliates in this regard, and the price to
                                            be paid for these securities, including, as applicable, whether or the extent to which this
                                            compensation and securities issuance may result in a material dilution of the purchasers’
                                            equity interests. Please also address whether the exercise of the private warrants on a cashless
                                            basis and the conversion of the working capital loans into private placement warrants may
                                            result in a material dilution of the purchasers’ equity interests. See Item 1602(a)(3) and
                                            Item 1602(b)(6), respectively, of Regulation S-K.

Response:
The Company acknowledges the comment of the Staff and has revised the disclosure on the cover page and pages 6, 20, 101, 111, 117, 160,
164, and 173-174.

United
States Securities and Exchange Commission

September
30, 2025

Summary,
page 1

 2. Please
                                            revise the restrictions on transfer tables on page 7 and 118 to include the restrictions
                                            on transfer set forth in the underwriting agreement in tabular format, as required by Item
                                            1603(a)(9) of Regulation S-K.

Response:
The Company acknowledges the comment of the Staff and has revised the disclosure on pages 8 and 119.

Management

Conflicts
of Interest, page 151

 3. We
                                            note your disclosure in the risk factors on page 78 that your sponsor, officers and directors
                                            have complete discretion, subject to applicable fiduciary duties, as to which blank check
                                            company they choose to pursue a business combination and the order in which they pursue business
                                            combinations for any of their existing or future blank check companies. Please revise this
                                            section to clarify how targets are allocated among SPACs, particularly given the involvement
                                            of members of your management with existing SPACs such as Drugs Made in America Acquisition
                                            Corp. and Drugs Made in America Acquisition II Corp. Also, provide a brief description of
                                            such conflicts in the prospectus summary.

Response:
The Company acknowledges the comment of the Staff and has revised the disclosure on pages 14 and 79-80.

Underwriting,
page 196

 4. Please
                                            clarify disclosure in this section on page 198 and on the cover page, in Use of Proceeds
                                            and elsewhere stating that the $0.40 per unit of deferred compensation will be due to the
                                            underwriters “solely on amounts remaining in the trust account” following shareholder
                                            redemptions. It is unclear whether you mean that the deferred compensation will only be paid
                                            to the extent that there are amounts remaining in the trust account, or that it will be paid
                                            only with respect to unredeemed public shares in connection with the business combination.

Response:
The Company acknowledges the comment of the Staff and has revised the disclosure on the cover page and pages 98 and 199.

*
* *

Please
do not hesitate to contact Elliott Smith at (212) 261-6847 of Perkins Coie LLP with any questions or comments regarding this letter.

  Best
  regards,

  /s/
  Perkins Coie LLP

    cc:
    Michael
    Singer, Insight Digital Partners II