Correspondence 0001104659-23-002390 from LanzaTech Global, Inc. (LNZA)
LanzaTech Global, Inc.
Date: Jan. 9, 2023 · CIK: 0001843724 · Accession: 0001104659-23-002390
AI Filing Summary & Sentiment
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”), we are writing to submit the Company’s 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”).
The Company has filed via EDGAR Amendment No. 6 to the Registration Statement (“Amendment No. 6”), which reflects the Company’s response to the comment received by the Staff and certain updated information. For ease of reference, the comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the response set forth below refer to the page numbers in Amendment No. 6. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 6.
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 respectfully advises the Staff that the Company has added disclosure on page 99, 100, 329 and 330 of Amendment No. 6.
* * *
United States Securities and Exchange Commission
January 9, 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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January 9, 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”), we are writing to submit
the Company’s 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”).
The Company has filed via
EDGAR Amendment No. 6 to the Registration Statement (“Amendment No. 6”), which reflects the Company’s
response to the comment received by the Staff and certain updated information. For ease of reference, the comment contained in the Comment
Letter is printed below in bold and is followed by the Company’s response. All page references in the response set forth below
refer to the page numbers in Amendment No. 6. Capitalized terms used but not defined herein have the meanings set forth in Amendment
No. 6.
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 respectfully advises the Staff that the
Company has added disclosure on page 99, 100, 329 and 330 of Amendment No. 6.
* * *
United States Securities and Exchange Commission
January 9, 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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