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United States securities and exchange commission logo
November 4, 2022
Nimesh Patel
Chief Executive Officer
AMCI Acquisition Corp. II
600 Steamboat Road
Greenwich, Connecticut 06830
Re: AMCI Acquisition
Corp. II
Amendment No. 1 to
Registration Statement on Form S-4
Filed October 12,
2022
File No. 333-264811
Dear Nimesh Patel:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
9, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Termination Rights of LanzaTech , page 34
1. Please update your
disclosure here and on page 156 to clarify that, under the terms of the
Merger Agreement, AMCI
did not raise the necessary Proposed Additional Financing to
meet the Minimum
Closing Cash Condition by July 7, 2022 and, therefore, LanzaTech has
the outstanding right
to terminate the Business Combination. We note disclosure to this
effect on pages 97 and
117. If known, please also disclose whether LanzaTech specified
how much additional
time it would permit before exercising these termination rights.
Nimesh Patel
FirstName LastNameNimesh
AMCI Acquisition Corp. II Patel
Comapany 4,
November NameAMCI
2022 Acquisition Corp. II
November
Page 2 4, 2022 Page 2
FirstName LastName
Interests of AMCI's Directors and Officers in the Business Combination, page 35
2. We note your response to comment 10 and re-issue in part. Please
revise the filing to
confirm the conflicts of interest discussion highlights all material
interests in the
transaction held by the sponsor and the AMCI officers and directors.
As currently drafted,
you disclose only certain interests "among other things[.]" We note
similar disclosure on
page 132.
Risk Factors
We and LanzaTech have identified material weaknesses in our internal control
over financial
reporting. . ., page 85
3. We note your disclosure that you identified a nondisclosure that
represented a
quantitative and qualitative material weakness in your internal
control over financial
reporting related to the accounting of certain fees owed to Evercore,
which Evercore
waived in connection with its resignation. Please clarify the nature
of this material
weakness and the amount of the significant error. Additionally,
where appropriate,
please revise the "Background of the Business Combination" section on
page 109 and
the "Resignations and Fee Waivers of the Advisors" section on page 118
to disclose:
when the material weakness was discovered;
when the material weakness was communicated to Evercore;
whether the aggregate $13.05 million in fees owed to and waived by
Evercore
accounted for this error.
The Business Combination Proposal
Background of the Business Combination, page 109
4. Please disclose when LanzaTech decided to restate its consolidated
financial statements
for the years ended December 31, 2021 and 2020 and how such
restatements
were considered in light of the pending Business Combination.
5. Please explain how you came to enter into the Brookfield Framework
Agreement on
October 2, 2022 and whether this was connected to your prior
relationships with either
Goldman, Evercore, or Barclays. Relatedly, please disclose whether the
Brookfield
Framework Agreement is the "third party capital" mentioned on page
117.
Resignations and Fee Waivers of the Advisors, page 118
6. We note your response to comment 48, specifically that "[t]he Advisors
did not
communicate to AMCI or LanzaTech the reasons leading to their
respective resignations
or the waiver of their fees after doing substantially all of the work
to earn certain of their
fees other than the work relating to the Proposed Additional
Financing." If true, please
disclose that: (1) AMCI and LanzaTech did not seek out the reasons why
the Advisors
were resigning and forfeiting their fees and; (2) the Advisors refused
to discuss the
reasons for their resignations and forfeiture of fees with AMCI or
LanzaTech.
Nimesh Patel
AMCI Acquisition Corp. II
November 4, 2022
Page 3
7. We note your response to comment 50, specifically your disclosure on
page 119 that: (1)
the Advisors received drafts of this proxy statement/prospectus
prepared by AMCI and
LanzaTech and provided limited comments in the ordinary course; (2)
AMCI and
LanzaTech provided drafts of this proxy statement/prospectus to the
Advisors and
requested confirmation that the Advisors agree with the disclosure in
these drafts, and; (3)
the Advisors have either stated that they do not intend to review the
disclosure or have not
responded to such request. Please revise your disclosure here and in
the "Background of
the Business Combination" section to specify:
the nature and timing of the limited comments and which Advisor(s)
provided such
comments;
which Advisor(s) stated that they did not intend to review the
disclosure;
which Advisor(s) have not responded to your request to review the
disclosure.
In addition, please reconcile your response with your statements on
pages 43 and 119 that
the Advisors did not advise AMCI or LanzaTech that they were in
disagreement with the
contents of this proxy statement/prospectus or the registration
statement of which it forms
a part, which implies their review.
Certain LanzaTech Projected Financial Information, page 128
8. We note your response to comment 44. Please disclose whether any of
the Advisors
helped LanzaTech formulate the September 13, 2021 projections, the
January 2022
Projections, or the revised September 2022 Projections.
Shougang Joint Venture, page 219
9. We note your response to comment 36. Please revise your disclosure to
clarify that
LanzaTech holds its equity of Beijing Shougang LanzaTech Technology
Co., Ltd. through
its subsidiary, LanzaTech Hong Kong Limited. Please also include a
diagram of the
organizational structure of LanzaTech including the identity of the
persons or entities that
own the equity in each depicted entity. To the extent LanzaTech Hong
Kong Limited is a
wholly foreign-owned enterprise (WFOE), please make this clear.
10. We note your disclosure on page 220 that LanzaTech entered into a letter
agreement with
Sinopec Capital Co., Ltd. and the Shougang Joint Venture on April 12,
2021. Please
disclose whether Sinopec Capital Co., Ltd. or any member of the Shougang
Joint
Venture is related to China Petroleum & Chemical Corporation and, where
appropriate,
disclose any legal and operational risks associated with any significant
ties to China as a
FirstName LastNameNimesh Patel
result of this relationship. While certain of your risk factors on pages
68 and 69 refer to
Comapany NameAMCI
Sinopec Acquisition
Capital Co., Ltd as a Corp. II investor located in China,
its connection to China
strategic
Petroleum
November 4, 2022&Page
Chemical
3 Corporation is unclear.
FirstName LastName
Nimesh Patel
FirstName LastNameNimesh
AMCI Acquisition Corp. II Patel
Comapany 4,
November NameAMCI
2022 Acquisition Corp. II
November
Page 4 4, 2022 Page 4
FirstName LastName
Beneficial Ownership of Securities, page 267
11. Please identify in footnotes to the table all natural persons who have
voting and/or
investment power over the shares held by: (1) Apollo Capital
Management L.P.; (2)
Adage Capital Partners, L.P.; (3) Shaolin Capital Management, LLC; and
(4) Aristeia
Capital, LLC.
Lanzatech NZ, Inc. Consolidated Financial Statements for the Years Ended
December 31, 2021
and 2020 (restated)
Note 2. Summary of Significant Accounting Policies, Restatement, page F-67
12. Revise to quantify each individual error discussed on page F-68. In
addition, the effects
of the correction of the errors noted above on the relevant financial
statement line items
beginning on F-69 should be individually quantified for each material
error.
13. Regarding the errors in the Company s recorded share of LanzaJet
losses for the years
ended 2021 and 2020, revise to describe the nature of the adjustments
made by LanzaJet
to its financial statements for the years ended December 31, 2021 and
2020.
Note 5. Investments, page F-96
14. We reference the disclosure on page F-81 that you determined your
licensing arrangement
with LanzaJet should have been accounted for as a transaction with a
customer within the
scope of Accounting Standards Codification 606 Revenue from
contracts with
customers rather than akin to an operating lease under Accounting
Standards Codification
842, Leases. Please revise to disclose the terms of the licensing
arrangement that you
considered and how you concluded that accounting for the arrangement
under ASC 606 is
appropriate.
Exhibits and Financial Statement Schedules, page II-2
15. We note your response to comment 42 and re-issue in part. For each
exhibit
that contains confidential information that has been redacted in
accordance with
Regulation S-K Item 601(b), please include a prominent statement on
the first page of
each redacted exhibit that certain identified information has been
excluded from the
exhibit because it is both not material and is the type that you treat
as private or
confidential.
General
16. We note your response to our prior comments 13 and 32. Based on these
responses and
your current disclosure, it appears to us that a majority of
LanzaTech's current commercial
operations are located in China. For instance, it appears that the six
projects under
development in Belgium, the United States, China, Japan, Canada, and
India are not
material to LanzaTech s current operations. In this regard, we also
note your response
that the ArcelorMittal steel mill in Ghent, Belgium is currently under
construction. We
Nimesh Patel
FirstName LastNameNimesh
AMCI Acquisition Corp. II Patel
Comapany 4,
November NameAMCI
2022 Acquisition Corp. II
November
Page 5 4, 2022 Page 5
FirstName LastName
also note the following disclosure on page 75: "While we are
headquartered in the United
States and our executive team sits in Chicago, Illinois, we have
significant business
operations in China. This includes a minority ownership stake in a
joint venture, several
strategic investors located in China, including Sinopec, and a core
team of technical,
business and administrative professionals at a LanzaTech office in
Shanghai,
which support the ongoing operations and further growth of the
business in China. We
license our technology in China, and our low carbon ethanol is
currently being produced
at three commercial scale facilities operated by our partners using
our process technology,
which, in addition to its use as fuel, is transported and processed
for use in consumer
products. Meanwhile, several additional facilities are being
engineered and constructed."
In light of the above, please either provide a detailed analysis,
discussing both quantitative
and qualitative factors, supporting your determination that LanzaTech
does not have a
majority of its current operations in China, or revise your
registration statement to address
each of the comments from the Division of Corporation Finance s
Sample Letter to China-
Based Companies issued by the Staff in December 2021. To the extent
you do not believe
a comment is applicable, please explain why such is the case in your
response letter.
17. We note your response to comment 53. Please additionally provide us
with the February
19, 2021 engagement letter between Barclays and LanzaTech in which
LanzaTech
engaged Barclays to act as its financial advisor and capital markets
advisor in connection
with the possible sale of LanzaTech s business to a SPAC.
18. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person.
Please also tell us
whether anyone or any entity associated with or otherwise involved in
the transaction, is,
is controlled by, or has substantial ties with a non-U.S. person. If
so, please revise your
filing to include risk factor disclosure that addresses how this fact
could impact your
ability to complete your initial business combination. For instance,
discuss the risk to
investors that you may not be able to complete an initial business
combination with a
target company should the transaction be subject to review by a U.S.
government entity,
such as the Committee on Foreign Investment in the United States
(CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government
review of the
transaction or a decision to prohibit the transaction could prevent
you from completing an
initial business combination and require you to liquidate. Disclose
the consequences of
liquidation to investors, such as the losses of the investment
opportunity in a target
company, any price appreciation in the combined company, and the
warrants, which
would expire worthless.
Nimesh Patel
AMCI Acquisition Corp. II
November 4, 2022
Page 6
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
November 4, 2022 Page 6
cc: Elliott Smith
FirstName LastName