CORRESP 1 filename1.htm dcrnu-corresp.DOCX.htm

 

February 2, 2021

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Todd Schiffman

 

 

Re:

 

Decarbonization Plus Acquisition Corporation II

 

 

Registration Statement on Form S-1

 

 

Filed January 8, 2021, as amended

 

 

File No. 333-251980


Dear Mr. Schiffman:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join in the request of Decarbonization Plus Acquisition Corporation II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on February 3, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that, as of the date hereof, they have distributed approximately 1,000 copies of the Preliminary Prospectus dated January 28, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

 

[Signature Page Follows]

 

 



 

Very truly yours,

 

CREDIT SUISSE SECURITIES (USA) LLC

as Representative of the Several Underwriters

 

 

 

 

 

 

By:

/s/ Ryan Kelley

 

Name:

Ryan Kelley

 

Title:

Director

 

 

 

 

 

 

CITIGROUP GLOBAL MARKETS INC.

as Representative of the Several Underwriters

 

 

 

By:

 

 

 

/s/ Arash Nazhad

 

Name:

Arash Nazhad

 

Title:

Director

 

 

 

 

 

 

 

[Signature Page to Underwriters’ Acceleration Request Letter]