Correspondence 0001104659-23-001603 from LanzaTech Global, Inc. (LNZA)
LanzaTech Global, Inc.
Date: Jan. 5, 2023 · CIK: 0001843724 · Accession: 0001104659-23-001603
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-264811
Referenced dates: January 4, 2023
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Re: AMCI Acquisition Corp. II Amendment No. 5 to Registration Statement on Form S-4 Filed January 3, 2023 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”), and as discussed on the conference call between Mr. Hagius, White & Case LLP, counsel to AMCI, and Covington & Burling LLP, counsel to LanzaTech NZ, Inc., a Delaware corporation, that occurred on the morning of January 5, 2023, we are writing to submit the Company’s proposed response to the comment 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 January 4, 2023 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4, filed on January 3, 2023 (the “Registration Statement”). For ease of reference, the comment contained in the Comment Letter is printed below in bold and is followed by the Company’s proposed response.
Amendment No. 5 to Registration Statement on Form S-4
U.S. Federal Income Tax Considerations, page 297
1. Please revise your disclosure in this section to: (1) clearly state that the tax disclosure in this section is the opinion of White & Case LLP and/or Covington & Burling LLP, and; (2) clearly identify and articulate the opinions being rendered. Refer to sections III.B.2 and III.C.1 of CF Staff Legal Bulletin No. 19.
Response: The Company acknowledges the Staff’s comment and attaches hereto as Annex A the revisions the Company proposes to make to the Registration Statement in response to the Staff’s comment.
* * *
United States Securities and Exchange Commission
January 5, 2023
Please do not hesitate to contact Elliott Smith of White & Case LLP at (212) 819-7644 with any questions or comments regarding this letter.
Sincerely,
/s/ White & Case LLP
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CORRESP
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January 5,
2023
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. 5 to Registration Statement
on Form S-4
Filed January 3, 2023
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”), and as discussed on
the conference call between Mr. Hagius, White & Case LLP, counsel to AMCI, and Covington & Burling LLP, counsel
to LanzaTech NZ, Inc., a Delaware corporation, that occurred on the morning of January 5, 2023, we are writing to submit the
Company’s proposed response to the comment 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
January 4, 2023 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4,
filed on January 3, 2023 (the “Registration Statement”). For ease of reference, the comment contained
in the Comment Letter is printed below in bold and is followed by the Company’s proposed response.
Amendment No. 5 to Registration Statement
on Form S-4
U.S. Federal Income Tax Considerations, page 297
1. Please revise your disclosure in this section to: (1) clearly
state that the tax disclosure in this section is the opinion of White & Case LLP
and/or Covington & Burling LLP, and; (2) clearly identify and articulate the
opinions being rendered. Refer to sections III.B.2 and III.C.1 of CF Staff Legal Bulletin
No. 19.
Response: The Company acknowledges the
Staff’s comment and attaches hereto as Annex A the revisions the Company proposes to make to the Registration Statement
in response to the Staff’s comment.
* * *
United States Securities and Exchange Commission
January 5, 2023
Please do not hesitate to contact Elliott Smith of White &
Case LLP at (212) 819-7644 with any questions or comments regarding this letter.
Sincerely,
/s/ White & Case LLP
White & Case LLP
cc: Nimesh Patel, AMCI Acquisition Corp. II
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