~

BofA SECURITIES ~ ~




May 13, 2022

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

           Re: Registration Statement on Form S-4 (Registration No. 333-262583)

To whom it may concern:

           Reference is made to the above-


bination involving a merger,
consolidation, exchange of securities, acquisition of assets, or similar
transaction involving a special

Statement has not yet been declared effective as of the date of this letter.

        This letter is to advise you that, effective as of May 13, 2022, our
firm has resigned from, or
ceased or refused to act in, every capacity and relationship in which we were
described in the
Registration Statement as acting or agreeing to act (including, without
limitation, any capacity or
relationship (A) required to be described under Paragraph (5) of Schedule A or
(B) for which consent
is required under Section 7 of the Securities Act) with respect to the
Transaction.

         Therefore, we hereby advise you and the Issuer, pursuant to Section
11(b)(1) of the Securities
Act, that none of our firm, any person who controls it (within the meaning of
either Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended) or any of its
affiliates (within the meaning of Rule 405 under the Securities Act) will be
responsible for any part of
the Registration Statement. This notice is not intended to constitute an
acknowledgment or admission
that we have been or are an underwriter (within the meaning of Section 2(a)(11)
of the Securities Act
or the rules and regulations promulgated thereunder) with respect to the
Transaction.


Sincerely,

                                                                        BOFA
SECURITIES, INC.


                                                                        By:
_____________________
                                                                        Name:
Andrew L. Quigley
                                                                        Title:
Managing Director
cc:        ArcLight Clean Transition Corp. II
           Kevin Dougherty, Staff
           Laura Nicholson, Staff
           Mark Wojciechowski, Staff
           John Cannarella, Staff




BofA Securities, Inc. member FINRA/SIPC, is a subsidia ry of Bank of America
Corporation