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                           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