TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo May 11, 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. 3 to Registration Statement on Form S-4 Filed May 9, 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. 3 to Form S-4 The Private Placement, page 30 1. We note your disclosure regarding the subscription agreement with PIPE Investors, including your disclosure that the subscription agreement includes a termination right if the transaction contemplated by the subscription agreement has not been consummated by May 31, 2022. Please update the disclosure throughout your prospectus regarding the status of the subscription agreement and any amendments to the termination provision, and disclose all material risks. John F. Erhard ArcLight Clean Transition Corp. II May 11, 2022 Page 2 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 11, 2022 Page 2 cc: Julian Seiguer FirstName LastName