Securities and Exchange Commission
Washington, D.C.

Form 8-A

For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934

RiverNorth Flexible Municipal Income Fund II, Inc.

(Exact name of registrant as specified in its charter)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box.-- [X]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box.-- [  ]

Securities Act registration statement file number to which this form relates: 333-239784

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

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

Information Required in Registration Statement

The securities to be registered hereunder are shares of common stock, $0.0001 par value per share (the “Shares”), of RiverNorth Flexible Municipal Income Fund II, Inc. (the “Registrant”). An application for listing of the Shares has been filed with the New York Stock Exchange LLC. A description of the Shares is contained under the caption “Description of the Common Shares” in the Preliminary Prospectus, which is a part of Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (Registration Nos. 333-239784 and 811-23586), filed with the Securities and Exchange Commission on January 25, 2021. Such description is incorporated by reference herein. In addition, the above-referenced description included in any Prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424 under the Securities Act of 1933, as amended, shall be deemed to be incorporated herein by reference.

Pursuant to the “Instruction as to Exhibits” of Form 8-A, no exhibits are filed herewith or incorporated by reference.

Signature

Pursuant to the requirements of Section 12(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

January 28, 2021