Decarbonization Plus Acquisition Corporation II
2744 Sand Hill Road
Menlo Park, CA 94025
(212) 993-0076
February 2, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: Todd Schiffman
Re: | Decarbonization Plus Acquisition Corporation II |
Form S-1 Registration Statement
File No. 333-251980
Dear Mr. Schiffman:
Decarbonization Plus Acquisition Corporation II (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-251980), be accelerated under Rule 461 under the Securities Act of 1933, as amended, so that it will be declared effective at 4:00 pm (Eastern time) on Wednesday, February 3, 2021, or as soon thereafter as possible.
We request that we be notified of such effectiveness by a telephone call to Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629 and that such effectiveness also be confirmed in writing.
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| Sincerely, | ||
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| Decarbonization Plus Acquisition Corporation II | ||
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| By: |
| /s/ Peter Haskopoulos |
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| Name: |
| Peter Haskopoulos |
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| Title: |
| Chief Financial Officer, Chief Accounting Officer and Secretary |
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cc: | Davis Polk & Wardwell LLP |
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| Derek J. Dostal |
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| Vinson & Elkins L.L.P. |
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| E. Ramey Layne |
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| Brenda Lenahan |
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[Signature Page to Company Acceleration Request]