SecProbe.io

CORRESP
1
filename1.htm

November 14, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office
of Industrial Applications and Services

100 F Street NE

Washington, D.C. 20549

Attn: Dillon Hagius and Laura Crotty

Re: AMCI Acquisition Corp. II

  Amendment No. 1 to Registration Statement
on Form S-4

  Filed October 12, 2022

  File No. 333-264811

Dear
Mr. Hagius and Ms. Crotty:

On behalf of our client, AMCI
Acquisition Corp. II, a Delaware corporation (the “Company” or “AMCI”), we are writing to submit
the Company’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of
the United States Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated
November 4, 2022 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4,
filed on October 12, 2022 (the “Registration Statement”).

The Company has filed via
EDGAR Amendment No. 2 to the Registration Statement (“Amendment No.2”), which reflects the Company’s responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer
to page numbers in Amendment No. 2. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2.

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.

Response:
In response to the Staff’s comment, the Company has added disclosure on pages 36, 105 and 128 of Amendment No. 2
to clarify that the Company has not raised the necessary Proposed Additional Financing to meet the Minimum Cash Condition, and that LanzaTech
has the outstanding right to terminate the Business Combination.

United States Securities and Exchange Commission

November 14, 2022

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 37 and 144 of Amendment No. 2.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 93, 129 and 133 of Amendment No. 2
to clarify that the omitted contingent payment amounted to $8.0 million, which was significant and therefore was determined to be a material
error, although the error had no impact on the Company’s condensed consolidated balance sheets, statements of cash flows or operations.
AMCI did not provide and believes it was not required to provide for any purpose the substance or the circumstances of the material weakness
to Evercore.

     2

United States Securities and Exchange Commission

November 14, 2022

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.

Response:
In response to the Staff's comment, the Company has revised the disclosure on pages 128 and F-72 of Amendment No. 2. The Company
advises the Staff that on August 16, 2022, the Audit Committee of the Board of Directors of LanzaTech, after discussion with management
of LanzaTech and LanzaTech’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”),
concluded that LanzaTech’s previously issued audited consolidated financial statements as of and for the fiscal years ended December 31,
2021 and December 31, 2020 should no longer be relied upon. The restatement of the financial statements primarily concerned the
accounting of intra-entity profit eliminations between LanzaTech and LanzaJet, Inc. (“LanzaJet”) and certain audit adjustments
by LanzaTech’s equity method investee, LanzaJet, affecting the amount of equity method losses that LanzaTech has recognized for
the periods ended December 31, 2021 and December 31, 2020. LanzaTech also determined that errors identified during its audit,
together with errors identified during LanzaTech’s quarterly close process, aggregated to a material amount. Regarding the consideration
of such restatements with respect to the pending Business Combination, the Company respectfully submits that the errors leading to the
restatement were communicated to and discussed with AMCI upon their discovery and AMCI deemed the errors to be immaterial to 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.

Response:
The Company advises the Staff that in late 2021, LanzaTech began exploring options to partner with infrastructure funds and investment
firms to facilitate the investment of capital into projects. Discussions between LanzaTech and Brookfield Renewable Partners (“Brookfield”)
began in early 2022, following the wall-crossing of Brookfield and the introduction of LanzaTech to principals at Brookfield with whom
AMCI had previously worked. After the introduction by AMCI, LanzaTech and Brookfield discussed the principles of the Brookfield Framework
Agreement directly, agreeing on a term sheet and an exclusivity agreement in June 2022. Following the signing of a term sheet, Brookfield
and LanzaTech began negotiating the definitive Brookfield Framework Agreement and Brookfield SAFE, which were entered into on October 2,
2022. LanzaTech’s discussions with Brookfield were not connected to LanzaTech’s or AMCI’s prior relationships with either
Goldman, Evercore or Barclays.

     3

United States Securities and Exchange Commission

November 14, 2022

In addition, the Company respectfully
confirms that the reference on page 117 to “third party capital” is a reference to Brookfield. In response to the Staff’s
comment, the Company has revised the disclosure on pages 118 and 128 of Amendment No. 2.

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.

Response:
In response to the Staff’s comment, the Company has added disclosure on pages 45, 83, 86–87 and 130 of Amendment No. 2.

 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.

     4

United States Securities and Exchange Commission

November 14, 2022

Response:
The Company respectfully informs the Staff that counsel to Goldman Sachs, Barclays and Evercore provided comments at varying times during
the preparation of the proxy statement/prospectus, including after the first filing of the registration statement clarifying the circumstances
of Goldman Sachs’ resignation and its disassociation with the disclosure in the proxy statement/prospectus as a result of its decision
to withdraw from the transaction. As requested by the Staff, the Company has revised the disclosure on pages 46, 84, 87, 127 and
131 of Amendment No. 2 to state that the focus of other comments were to the proxy statement/prospectus generally and not on any
specific disclosure regarding the circumstances surrounding the resignations of Goldman Sachs, Barclays and Evercore. In general, no
substantive disclosure comments were received on behalf of Goldman Sachs, Barclays and Evercore after the last date of resignation. AMCI
and LanzaTech provided such disclosure to Goldman Sachs, Barclays and Evercore and requested confirmation that they agree with the disclosure.
Throughout the course of the drafting of the proxy statement/prospectus, counsel to Goldman Sachs, Barclays and Evercore has been involved
and provided comments where applicable; however, such comments were not attributed to any particular Advisor, and neither AMCI nor LanzaTech
are aware of which Advisor specifically reviewed or provided comments.

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.

Response:
In response to the Staff’s comment, the Company has added disclosure on pages 46, 83, 86 and 130 of Amendment No. 2.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 221 and 238–239 of Amendment No. 2 to
clarify that LanzaTech holds its equity of Beijing Shougang LanzaTech Technology Co., Ltd. through its subsidiary, LanzaTech Hong
Kong Limited, and to include a diagram of the organizational structure of LanzaTech. The Company respectfully advises the Staff that LanzaTech
Hong Kong Limited is a limited liability company organized under the laws of Hong Kong and is not a wholly foreign-owned enterprise organized
under the laws of the People’s Republic of China.

     5

United States Securities and Exchange Commission

November 14, 2022

 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 result of this relationship. While certain of your
risk factors on pages 68 and 69 refer to Sinopec Capital Co., Ltd as a “strategic investor located in China,” its connection
to China Petroleum & Chemical Corporation is unclear.

Response:
The Company respectfully advises the Staff that based on publicly available information, LanzaTech understands Sinopec Capital Co., Ltd.
(“Sinopec Capital”) to be a Chinese investment platform that was jointly established in 2018 by China Petrochemical Corporation
(“Sinopec Group”) and China Petroleum & Chemical Corporation (“Sinopec Corp”). Sinopec Corp is a majority-owned
subsidiary of Sinopec Group, which is controlled by the State-owned Assets Supervision and Administration Commission of the State Council
of the People’s Republic of China. LanzaTech does not believe any members of the Shougang Joint Venture are affiliated with Sinopec
Corp.

Sinopec Capital currently has the right
to appoint one member to the board of directors of LanzaTech and has special consent and information rights as a preferred stockholder
in LanzaTech. These rights are expected to terminate upon the closing of the Business Combination. Sinopec Capital does not currently
have any ability to unilaterally determine, direct, take, reach, cause or decide any important matter for LanzaTech, whether through its
existing board representation its or shareholder rights, which are related to its shareholdings of a class of preferred stock. Approval
thresholds for actions are such that LanzaTech may obtain required stockholder approvals without Sinopec Capital’s consent. LanzaTech
also does not believe there is significant risk that LanzaTech is or will be beholden to or dependent on Sinopec Capital for capital.
Moreover, upon the closing of the anticipated Business Combination with AMCI, Sinopec Capital’s ownership interest in LanzaTech
will be diluted.

     6

United States Securities and Exchange Commission

November 14, 2022

LanzaTech’s licensing and commercial
relationship with Sinopec Capital is only one of many relationships LanzaTech has with customers in multiple countries, including China,
Japan, India, Canada, Australia, Italy, Spain, the United Kingdom, the Netherlands and South Africa, that have as their objective
similar licensed