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United States securities and exchange commission logo
June 17, 2022
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
Amendment No. 6 to
Registration Statement on Form S-4
Filed June 14, 2022
File No. 333-262583
Dear Mr. Erhard:
We have reviewed your amended 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.
Amendment No. 6 to Registration Statement on Form S-4
General
1. We note your response
to prior comment 1, and your revised disclosure regarding
indemnification
obligations of ArcLight and OPAL Fuels under the engagement letters.
Please also provide
such disclosure as it specifically relates to the Citi financial advisor
letter agreement. In
that regard, we note you discuss the indemnification obligations set
forth in the PIPE
Investment engagement letter, but it does not appear that you have
specifically discussed
the indemnification obligations set forth in the Citi financial advisor
letter agreement.
2. To provide context for
your discussion of the indemnification provisions set forth in the
underwriting agreement
and engagement letters that will survive termination of the
engagement, please also
discuss any contribution provisions under such agreements that
John F. Erhard
ArcLight Clean Transition Corp. II
June 17, 2022
Page 2
will survive termination of the engagement, and whether, and if so how,
they are impacted
by the waiver of fees by the underwriters and financial advisors. In the
alternative, please
tell us why you believe such information is not material.
3. With a view toward disclosure, please tell us whether your sponsor is, is
controlled by, or
has substantial ties with a non-U.S. person. Please also tell us whether
anyone or any
entity associated with or otherwise involved in the transaction, is, is
controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor
disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may not
be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as the
Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the transaction
or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a target
company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
You may contact Mark Wojciechowski at (202) 551-3759 or John Cannarella
at (202)
551- 3337 if you have questions regarding comments on the financial statements
and related
matters. Please contact Kevin Dougherty at (202) 551-3271 or Laura Nicholson,
Special
Counsel, at (202) 551-3584 with any other questions.
Sincerely,
FirstName LastNameJohn F. Erhard
Division of
Corporation Finance
Comapany NameArcLight Clean Transition Corp. II
Office of Energy &
Transportation
June 17, 2022 Page 2
cc: Julian Seiguer
FirstName LastName