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United States securities and exchange commission logo
November 27, 2022
Nimesh Patel
Chief Executive Officer
AMCI Acquisition Corp. II
600 Steamboat Road
Greenwich, Connecticut 06830
Re: AMCI Acquisition
Corp. II
Amendment No. 2 to
Registration Statement on Form S-4
Filed November 14,
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
November 4, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Political and economic uncertainty, including changes in policies of the
Chinese government. . .,
page 69
1. We note your response
to comment 10 and re-issue in part. Please revise to clarify the
current relationship
between Sinopec Capital and China Petroleum & Chemical
Corporation. Your
disclosure that Sinopec Capital is a Chinese investment platform that
was jointly established
in 2018 by Sinopec Group and Sinopec Corp. does not explain the
current relationship
between the parties.
Nimesh Patel
FirstName LastNameNimesh
AMCI Acquisition Corp. II Patel
Comapany 27,
November NameAMCI
2022 Acquisition Corp. II
November
Page 2 27, 2022 Page 2
FirstName LastName
Background of the Business Combination, page 110
2. We note your response to comment 5 and re-issue in part. In the
"Background of the
Business Combination" section, please explain how you came to enter
into the Brookfield
Framework Agreement on October 2, 2022. We note that many of the
details provided in
your correspondence are not provided in the filing itself.
Resignations and Fee Waivers of the Advisors, page 120
3. We note your response to comment 7 and your revised disclosure on page
121 that, "[i]n
general, no substantive disclosure comments were received on behalf of
the Advisors after
the last date of resignation." Please revise to clarify whether the
Advisors provided
any comments about this proxy statement/prospectus after their
respective last dates of
resignation. If so, please specify which Advisor(s) provided those
comments and the
nature and timing of those comments.
Beneficial Ownership of Securities, page 267
4. We reissue prior comment 11 with respect to two of your Anchor
Investors, namely
Shaolin Capital Management, LLC and Aristeia Capital, LLC.
LanzaJet Shareholder Loan, page 292
5. We note your disclosure that you entered into a Note Purchase
Agreement on November
9, 2022. Please file this Agreement as an exhibit to the registration
statement. Alternatively, provide an analysis supporting your belief
that such filing is not
required. Refer to Item 601 of Regulation S-K. Moreover, please update
the
"Background of the Business Combination" section to explain how you
came to enter into
the Note Purchase Agreement.
General
6. We note your response to prior comment 16. Based on your disclosures
and responses,
we are unable to conclude that a majority of LanzaTech's current
commercial operations
are located outside of China. Accordingly, please 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 one or more of the comments is applicable, please explain
why such is the case
in your response letter.
Nimesh Patel
FirstName LastNameNimesh
AMCI Acquisition Corp. II Patel
Comapany 27,
November NameAMCI
2022 Acquisition Corp. II
November
Page 3 27, 2022 Page 3
FirstName LastName
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,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Elliott Smith