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United States securities and exchange commission logo
January 4, 2023
Nimesh Patel
Chief Executive Officer
AMCI Acquisition Corp. II
600 Steamboat Road
Greenwich, Connecticut 06830
Re: AMCI Acquisition
Corp. II
Amendment No. 5 to
Registration Statement on Form S-4
Filed January 3,
2023
File No. 333-264811
Dear Nimesh Patel:
We have reviewed your amended registration statement and have the
following
comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.
Amendment No. 5 to Registration Statement on Form S-4
U.S. Federal Income Tax Considerations, page 297
1. Please revise your
disclosure in this section to: (1) clearly state that the tax disclosure in
this section is the
opinion of White & Case LLP and/or Covington & Burling LLP, and;
(2) clearly identify
and articulate the opinions being rendered. Refer to sections III.B.2
and III.C.1 of CF Staff
Legal Bulletin No. 19.
Nimesh Patel
AMCI Acquisition Corp. II
January 4, 2023
Page 2
You may contact Kristin Lochhead at 202-551-3664 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Laura Crotty at 202-551-7614 with any
other
questions.
Sincerely,
FirstName LastNameNimesh Patel Division of
Corporation Finance
Office of Industrial
Applications and
Comapany NameAMCI Acquisition Corp. II
Services
January 4, 2023 Page 2
cc: Elliott Smith
FirstName LastName