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United States securities and exchange commission logo
March 3, 2021
John F. Erhard
Chief Executive Officer
ArcLight Clean Transition Corp. II
200 Clarendon Street, 55th Floor
Boston, Massachusetts 02116
Re: ArcLight Clean
Transition Corp. II
Registration
Statement on Form S-1
Filed February 4,
2021
File No. 333-252730
Dear Mr. Erhard :
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 4, 2021
General
1. We note that the
calculation of registration fee table includes the Class A ordinary shares
underlying redeemable
warrants included in the units. However, the risk factor on page
49 indicates you are
not registering the Class A ordinary shares issuable upon exercise of
the warrants. Please
reconcile or advise.
Risk Factors, page 35
2. Given the length of
this section, please revise to comply with Item 105 of Regulation
S-K so that the risk
factors are organized logically with relevant headings.
John F. Erhard
FirstName LastNameJohn
Transition F. Erhard
ArcLight Clean Corp. II
Comapany
March NameArcLight Clean Transition Corp. II
3, 2021
March2 3, 2021 Page 2
Page
FirstName LastName
Capitalization, page 81
3. Please revise the amount disclosed for As Adjusted Class A ordinary
shares subject to
possible redemption to reflect the dollar value of the shares rather
than the number of
shares outstanding.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Babette Cooper at 202-551-3396 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Maryse Mills-Apenteng at
202-551-3457 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: James S. Rowe