CORRESP 1 filename1.htm CORRESP

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Barclays Capital Inc.

745 7th Avenue

New York, NY 10019

March 18, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

ArcLight Clean Transition Corp. II

Registration Statement on Form S-1 (File No. 333-252730)

Request for Acceleration of Effective Date

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, hereby join in the request of ArcLight Clean Transition Corp. 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. Eastern time on Monday, March 22, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 500 copies of the Preliminary Prospectus dated March 8, 2021 are expected to be distributed 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]


Sincerely,
CITIGROUP GLOBAL MARKETS INC.
By:   /s/ Aaron Bloch
  Name: Aaron Bloch
  Title: Vice President

[Signature Page to Underwriter’s Acceleration Request Letter]


Sincerely,
BARCLAYS CAPITAL INC.
By:   /s/ Victoria Hale
  Name: Victoria Hale
  Title: Authorized Signatory

[Signature Page to Underwriter’s Acceleration Request Letter]