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                            May 4, 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. 2 to
Registration Statement on Form S-4
                                                            Filed April 18,
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.
Unless we note
       otherwise, our references to prior comments are to comments in our March
7, 2022 letter.

       Amendment No. 2 to Form S-4

       What Equity Stake Will Current ArcLight Equityholders and Opal Fuels
Common Equityholders
       Hold in New Opal..., page 14

   1.                                                   Please disclose in this
section the voting power that will be held by Mark Comora in New
                                                        OPAL following the
Business Combination. In addition, please disclose in this section
                                                        that the existing
equityholders of OPAL Fuels, LLC will own approximately 74.5%
                                                        economic interest in
OPAL Fuels, LLC following the Business Combination. We note
                                                        your related disclosure
in Note 6(j) on page 208.
 John F. Erhard
FirstName  LastNameJohn
               Transition F. Erhard
ArcLight Clean            Corp. II
Comapany
May  4, 2022NameArcLight Clean Transition Corp. II
May 4,
Page 2 2022 Page 2
FirstName LastName
Simplified Post-Combination New OPAL Structure, page 30

2.       We note your response to prior comment 5. Please revise the diagram on
page 30 or
         disclosure in the footnotes to the diagram to also quantify the
relative economic interests
         and voting interests in OPAL Fuels LLC.
The NextEra Subscription, page 31

3.       We note your revised disclosure regarding the terms of the Series A
Preferred Units,
         including limitations on dividends or distributions for any junior
units or any pari passu
         units. Please revise to disclose whether this would impact dividends
or distributions on
         the Opal Fuels units to be held by the registrant. We also note your
disclosure that OPAL
         Fuels is required to obtain the consent of the holders of the Series A
Preferred Units
         before issuing indebtedness resulting in payment obligations in excess
of certain
         thresholds. Please revise to disclose such thresholds, or tell us why
such information is
         not material. In addition, please file the certificates of designation
governing the terms of
         the Series A Preferred Units and the Series A-1 Preferred Units. Refer
to Item 601(b)(10)
         of Regulation S-K.
In certain cases, payments under the Tax Receivable Agreement may be
accelerated..., page 98

4.       We note your disclosure on page 98 that if the TRA Participants were
to exchange all of
         their Opal Common Units, New OPAL would recognize a deferred tax asset
of
         approximately $431.0 million. However, this does not appear to be
consistent with Note
         6(l) on page 208 that states that if the TRA Participants were to
exchange all of their Opal
         Common Units, New OPAL would recognize a deferred tax asset of
approximately
         $508.0 million. Please revise or advise. In addition, we note the
disclosure in Note 6(l)
         that it is more likely than not that the deferred tax assets will not
be realized. Please
         provide corresponding disclosure in your discussion of the deferred
tax asset on page 98.
Certain Opal Fuels Projected Financial Information, page 143

5.       We note your response to prior comment 16, and reissue such comment.
Please revise to
         qualitatively and quantitatively discuss all material assumptions
underlying the projections
         provided on page 143. In that regard, we note that the financial
forecast information
         provided in Slide 39 of your December investor presentation filed as
Exhibit 99.2 to a
         Form 8-K filed on December 2, 2021 provided additional information for
each year in the
         forecast period, such as gasoline gallon equivalent sold, LCFS price
and expenses, as well
         as revenue attributable to RNG Fuel, Fuel Station Services and
Renewable Power. Please
         revise or advise.
Exclusive Forum (Proposal 4D), page 167

6.       We note your response to comment 19 and we re-issue in part. In that
regard, we note
         your disclosure regarding your exclusive forum provision for
certain actions and
         claims.    Please revise your disclosure in this section to identify
such actions and claims,
 John F. Erhard
ArcLight Clean Transition Corp. II
May 4, 2022
Page 3
      and to clarify the courts selected in your exclusive forum provision. For
example, you
      disclose in this section that    another state or federal court located
within the State of
      Delaware    shall be the exclusive forum for certain actions and claims
if the Court of
      Chancery of the State of Delaware does not have subject matter
jurisdiction, but this does
      not appear to be consistent with Section 12.1 of your proposed charter
attached in Annex
      C. In addition, please disclose the provision in Section 12.3 of your
proposed charter that
      selects the U.S. federal district courts as the exclusive forum for the
resolution of any
      complaint asserting a cause of action arising under the Securities Act,
and revise your
      prospectus to state that there is uncertainty as to whether a court would
enforce such
      provision. Please ensure that you make conforming changes throughout your
prospectus.
       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
May 4, 2022 Page 3
cc:       Julian Seiguer
FirstName LastName