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United States securities and exchange commission logo
December 19, 2022
Nimesh Patel
Chief Executive Officer
AMCI Acquisition Corp. II
600 Steamboat Road
Greenwich, Connecticut 06830
Re: AMCI Acquisition
Corp. II
Amendment No. 3 to
Registration Statement on Form S-4
Filed December 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 our November
27, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4
Additional Conditions to the Obligations of LanzaTech, page 156
1. You disclose on page
157 that, in the event that it becomes reasonably apparent to the
parties that the
Minimum Closing Cash Condition will not be satisfied, AMCI agrees to
use commercially
reasonable efforts to enter into non-redemption agreements or similar
agreements as may be
necessary to satisfy this Condition. Please revise to clarify whether
any non-redemption
agreements will be fully disclosed for shareholders to consider in
advance of the Special
Meeting and, to the extent you intend to provide such information
to shareholders,
disclose how you will inform your shareholders of arrangements formed
after effectiveness.
Please also disclose whether you have or are currently negotiating any
such non-redemption
agreements.
Nimesh Patel
AMCI Acquisition Corp. II
December 19, 2022
Page 2
LanzaJet Shareholder Loan, page 293
2. We note your response to our prior comment 5. Please provide a
quantitative and
qualitative analysis supporting your determination that the Note Purchase
Agreement is
not material to the company within the meaning of Item 601(b)(10) of
Regulation S-K. In
this regard we note that the aggregate principal amount of the Note
Purchase Agreement
could total $147 million and that certain of the notes related to this
Agreement are secured
by a security interest over the intellectual property owned or
in-licensed by LanzaJet.
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
December 19, 2022 Page 2
cc: Elliott Smith
FirstName LastName