200 West Street I New York, NY 10282-2198
Tel : 212-902-1000 I Fax: 212-902-3000





               Goldman

               SaellS




May 24, 2022



U.S. Securities and Exchange Commission
Office of the Secretary
100 F Street, N .E.
Washington, D.C. 20549

         RE: AMCI Acquisition Corp. II


Ladies and Gentlemen:

Goldman Sachs & Co. LLC ("Goldman Sachs") hereby submits the enclosed
resignation letter
(the "Resignation Letter"). The Resignation Letter was previously delivered to
AMCI
Acquisition Corp. II (the "Company") to inform it that Goldman Sachs has
resigned and ceased
to act as placement agent and capital markets advisor to the Company and any
related capacity,
relationship or role in connection with the proposed business combination of
the Company and
LanzaTech NZ Inc., and that Goldman Sachs will not be responsible for any part
of the
Company's Registration Statement on Form S-4 (File No. 333-264811), including
any
amendments thereto or documents incorporated therein (the "Registration
Statement").

 This letter is being furnished to the U.S. Securities and Exchange Commission
(the
 "Commission") in accordance with Section 1 l(b)(l) of the Securities Act of
1933, as amended,
 to notify the Commission that Goldman Sachs will not be responsible for the
contents of the
 Registration Statement.

 If you should have any questions regarding these matters, please contact the
undersigned by
 phone at (212) 902-4012 or by email at daniel.young@gs.com.




                   Securities and Investment Services Provided by Goldman Sachs
& Co. LLC
 U.S. Securities and Exchange Commission
May 24, 2022
Page 2




Sincerely,




N aine: Daniel M. Young
Title: Managing Director


cc: AMCI Acquisition Corp. II


Encl.
 PERSONAL AND CONFIDENTIAL


May 20, 2022

Nimesh Patel
Chief Executive Officer
AMCI Acquisition Corp. II
600 Steamboat Road
Greenwich, CT 06830


Re: Placement Agent and Capital Markets Advisor Resignation


Dear Nimesh:

Goldman Sachs & Co. LLC ("Goldman Sachs") writes to inform you that Goldman
Sachs hereby
resigns and ceases to act as placement agent and capital markets advisor to
AMCI Acquisition
Corp. II (the "Company") and any related capacity, relationship or role, and
will not act in any
other capacity, relationship or role, with or for the Company, LanzaTech NZ
Inc. (the "Target"),
any affiliate of the Company or the Target (each, an "Affiliate'), or any
entity formed or caused
to be formed by the Company, the Target or an Affiliate, in each case in
connection with the
proposed business combination of AMCI Acquisition Corp. II and the Target,
effective
immediately, and that Goldman Sachs will not be responsible for any part of the
Company ' s
Registration Statement on Form S-4 (File No. 333-264811 ), including any
amendments thereto or
documents incorporated therein (the "Registration Statement").

This letter is being furnished to you in accordance with Section 11 (b)(1) of
the Securities Act of
1933, as amended, to notify you that Goldman Sachs will not be responsible for
the contents of
the Registration Statement. This letter should not be construed as an admission
that Goldman
Sachs is or was an underwriter, as that term is defined in Section 2(a)(l l) of
the Securities Act of
1933.




(GOLDMAN SACHS & CO. LLC)

Name: Eduardo Manzur
Title: Managing Director