SecProbe.io

CORRESP
 1
 filename1.htm

 August
25, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention: Kristin Baldwin
(baldwinkr@sec.gov)

 Re:
 Advent
 Technologies Holdings, Inc.
 Registration Statement on Form S-1
 CIK No. 0001744494
 File No. 333-289686
 Request for Acceleration

 Ladies
and Gentlemen:

 Reference
is made to the Registration Statement on Form S-1 (File No. 333-289686) filed by Advent Technologies Holdings, Inc. (the " Company ")
with the U.S. Securities and Exchange Commission (the " Commission ") on August 18, 2025, as amended (the " Registration
Statement ").

 The
Company hereby requests that the Registration Statement be made effective at 9:00 a.m. Eastern Time on Wednesday, August 27, 2025,
or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities
Exchange Act of 1933, as amended.

 Please
contact Tom Rosedale of Nutter, McClennen & Fish, LLP at (617) 439-2040 or by email at trosedale@nutter.com with any questions you
may have concerning this request. Please notify Mr. Rosedale when this request for acceleration has been granted.

 Sincerely,

 ADVENT
 TECHNOLOGIES HOLDINGS, INC.

 By:
 /s/
 Gary Herman

 Name:
 Gary
 Herman

 Its:
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 25, 2025

Gary Herman
Chief Executive Officer
ADVENT TECHNOLOGIES HOLDINGS, INC.
5637 La Ribera St. Suite A
Livermore, CA 94550

 Re: ADVENT TECHNOLOGIES HOLDINGS, INC.
 Registration Statement on Form S-1
 Filed August 18, 2025
 File No. 333-289686
Dear Gary Herman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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ADVENT
TECHNOLOGIES HOLDINGS, INC.

500
Rutherford Avenue, Suite 102

Boston,
MA 02129

April
28, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Advent
Technologies Holdings, Inc.

Registration
Statement on Form S-3

File
No. 333-271389

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Advent Technologies Holdings, Inc. hereby respectfully requests
that the effective date of the above referenced Registration Statement on Form S-3 (File No. 333-271389) be accelerated to 9:00 a.m.,
Eastern Time, on Tuesday, May 2, 2023, or as soon as practicable thereafter.

Please
contact Katherine J. Blair of Manatt, Phelps & Phillips, LLP at (310) 312-4252 with any questions you may have regarding this request.
In addition, please notify Ms. Blair by telephone when this request for acceleration has been granted. We appreciate your assistance
in this matter.

    Respectfully,

    ADVENT TECHNOLOGIES HOLDINGS, INC.

    By:
    /s/ James F. Coffey

    Name:
    James F. Coffey

    Title:
    Chief Operating Officer and General Counsel

 cc: Manatt,
Phelps & Phillips, LLP

United States securities and exchange commission logo
April 27, 2023
James Coffey
Chief Operating Officer and General Counsel
ADVENT TECHNOLOGIES HOLDINGS, INC.
500 Rutherford Avenue, Suite 102
Boston, MA 02129
Re:ADVENT TECHNOLOGIES HOLDINGS, INC.
Registration Statement on Form S-3
Filed April 21, 2023
File No. 333-271389
Dear James Coffey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Katherine Blair

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      ADVENT TECHNOLOGIES HOLDINGS, INC.

      200 Clarendon Street

      Boston, MA 02116

      April 26, 2022

      VIA EDGAR

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

            Re:

            Advent Technologies Holdings, Inc.

                Registration Statement on Form S-1

                File Number 333-264421

      Ladies and Gentlemen:

      Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Advent Technologies Holdings, Inc. hereby respectfully
        requests that the effective date of the above referenced Registration Statement on Form S-1 (File No. 333-264421) be accelerated to 4:00 p.m., Eastern Time, on Thursday, April 28, 2022, or as soon as practicable thereafter.

      Please contact Katherine Blair of Manatt, Phelps & Phillips, LLP at (310) 312-4252 with any questions you may have regarding this
        request. In addition, please notify Ms. Blair by telephone when this request for acceleration has been granted.

            Respectfully,

              ADVENT TECHNOLOGIES HOLDINGS, INC.

            By:

              /s/ James F. Coffey

            Name:

            James F. Coffey

            Title:

            Chief Operating Officer and

            General Counsel

            cc:

            Manatt, Phelps & Phillips, LLP

United States securities and exchange commission logo
April 26, 2022
James Coffey
Chief Operating Officer and General Counsel
Advent Technologies Holdings, Inc.
200 Clarendon Street
Boston, MA 02116
Re:Advent Technologies Holdings, Inc.
Registration Statement on Form S-1
Filed April 21, 2022
File No. 333-264421
Dear Mr. Coffey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Katherine Blair

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        ADVENT TECHNOLOGIES HOLDINGS, INC.

          200 Clarendon Street

        Boston, MA 02116

      March 26, 2021

      VIA EDGAR TRANSMISSION

              Re:

              Advent Technologies Holdings, Inc.

              Registration Statement on Form S-1 (File No. 333-253114)

        Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

          Washington, D.C. 20549

        Attention: Charles Eastman

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, Advent Technologies Holdings, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be
        accelerated so that it may become effective at 4:00 p.m., Washington, D.C. time, on March 30, 2021, or as soon as practicable thereafter.

      If you require any additional information with respect to this letter, please contact Carl Marcellino (212-841-0623) of Ropes & Gray LLP.

      [Signature Page Follows]

              Very truly yours,

              ADVENT TECHNOLOGIES HOLDINGS, INC.

              By:

               /s/ James F. Coffey

              Name:

            James F. Coffey

              Title:

            Chief Operating Officer, General Counsel and Secretary

United States securities and exchange commission logo
February 18, 2021
Jim Coffey
Chief Operating Officer and General Counsel
ADVENT TECHNOLOGIES HOLDINGS, INC.
200 Clarendon Street
Boston, MA 02116
Re:ADVENT TECHNOLOGIES HOLDINGS, INC.
Registration Statement on Form S-1
Filed February 16, 2021
File No. 333-253114
Dear Mr. Coffey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Charles Eastman, Staff Accountant at (202) 551-3794 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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    AMCI Acquisition Corp.

    1501 Ligonier Street

    Suite 370

    Latrobe, PA 15650

    January 15, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, NE

    Washington, D.C. 20549

    Attn: Sherry Haywood, Staff Attorney

          Re:

            AMCI Acquisition Corp.

    Registration Statement on Form S-4, as amended

    Filed November 24, 2020

    File No. 333-250946

    Dear Ms. Haywood:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, AMCI Acquisition Corp. hereby requests acceleration of effectiveness of the above
      referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Standard Time on January 19, 2021, or as soon as thereafter practicable.

            Very truly yours,

            /s/ William Hunter

            William Hunter

            Chief Executive Officer

          cc:

            Ellenoff Grossman & Schole LLP

    Ropes & Gray LLP

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      AMCI Acquisition Corp.

    1501 Ligonier Street, Suite 370

    Latrobe, PA 15650

    VIA EDGAR

    January 14, 2021

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, NE

    Washington, D.C. 20549

    Attn: Sherry Haywood, Esq., Staff Attorney

          Re:

            AMCI Acquisition Corp.

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

    Filed December 31, 2020

    File No. 333-250946

    Dear Ms. Haywood:

    AMCI Acquisition Corp. (the “Corporation,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the
      “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on January 12, 2021, regarding Amendment No. 1 to Registration Statement on Form S-4 submitted to the Commission on December 31, 2020 (the “Registration Statement”). For the
      Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. We have today filed a pre-effective amendment to the Registration Statement to reflect the changes discussed below.

    Form S-4/A filed December 31, 2020

    What interests do AMCI’s current officers and directors have in the Business Combination?, page 10

          1.

            We note your response to comment 3 of our prior letter, and reissue our comment. Please revise to include the aggregate value of the Founder Shares and Sponsor’s warrants.

    Response: As requested by the Staff, we have revised the Registration Statement to include the requested information.

    Background of the Business Combination, page 80

          2.

            Please update to reflect the amendment to the merger agreement entered into on December 31, 2020.

    Response: As requested by the Staff, we have revised the Registration Statement to include the requested information.

    Tax consequences of the merger to the holders of Advent stock, page 91

          3.

            Your disclosure indicates that the parties intend for the merger and related transactions to be tax free either under Section 368(a) or Section 351 of the Internal Revenue Code. Please revise your disclosures
              here to more clearly state counsel’s tax opinion on whether the transaction will qualify as a reorganization. Also, state in your disclosure here that the discussion is the opinion of tax counsel. Whenever there is significant doubt about the
              tax consequences of the transaction, it is permissible for the tax opinion to use “should” rather than “will,” but counsel providing the opinion must explain why it cannot give a “will” opinion and describe the degree of uncertainty in the
              opinion. Please refer to Sections III.B and C of Staff Legal Bulletin 19. Please update your exhibit index to include your tax opinion.

    Response: As requested by the Staff, we have revised the Registration Statement to include the requested information and exhibit.

        Division of Corporation Finance

        January 14, 2021

        Page 2

    Legal Proceedings, page 105

          4.

            For your disclosed legal proceeding, please provide the information required by Item 103 of Regulation S-K, such as the name of the court in which the proceeding is pending, the date instituted, the principal
              parties thereto, and the amount of relief sought.

    Response: We have revised the Registration Statement to include the requested information.

    Exclusive forum for certain lawsuits, page 140

          5.

            We note your response to comment 7 in our prior letter. Please ensure that your disclosure accurately reflects the scope of Article VIII of your amended and restated certificate of incorporation.

    Response: We have revised the Registration Statement to reflect the scope of Article VIII of the Amended Charter as set forth in Annex B.

    Executive Compensation of Advent, page 159

          6.

            Please update to include compensation for fiscal year ended December 31, 2020.

    Response: We have revised the disclosure in the Registration Statement to include the requested information.

    AMCI Acquisition Corp Unaudited Financial Statements

    Note 9-Subsequent Events, page F-33

          7.

            We note your disclosure that on December 17, 2020, a purported shareholder class action complaint was filed against the company, alleging that the proposed Business Combination with Avent is both procedurally and
              substantively unfair. The complaint does not provide detail as to how the proposed Business Combination is unfair, either procedurally or substantively, and the company believes it has no merit. Please note that in accordance with ASC
              450-20-50-3 if no accrual is made for a loss contingency because one or both of the conditions are not met, or an exposure to loss exists in excess of the amount accrued pursuant to the provisions of ASC 450-20-30-1, disclosure of the
              contingency shall be made when there is at least a reasonable possibility that a loss or an additional loss may have been incurred. The disclosure shall indicate the nature of the contingency and shall give an estimate of the possible loss or
              range of loss or state that such an estimate cannot be made. Please revise your disclosure in future amendments to provide all information pursuant to ASC 450.

    Response: We have made no accrual for a loss contingency because the conditions for a loss contingency have not been met, and we do not believe there is at least a reasonable possibility that a loss or an additional loss
      may have been incurred.

        Division of Corporation Finance

        January 14, 2021

        Page 3

      We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Jeffrey Rubin, at jrubin@egsllp.com or
        by telephone at (212) 370-1300.

            Sincerely,

            /s/ William Hunter

            William Hunter, President and Chief Executive Officer

            AMCI Acquisition Corp.

    cc:  Jeffrey Rubin, Esq.

United States securities and exchange commission logo
January 12, 2021
William Hunter
President and Chief Executive Officer
AMCI Acquisition Corp.
1501 Ligonier Street, Suite 370
Latrobe, PA 15650
Re:AMCI Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 31, 2020
File No. 333-250946
Dear Mr. Hunter:
            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 December 21, 2020 letter.
Form S-4/A filed December 31, 2020
What interests do AMCI’s current officers and directors have in the Business Combination?,
page 10
1.We note your response to comment 3 of our prior letter, and reissue our comment.  Please
revise to include the aggregate value of the Founder Shares and Sponsor's warrants.
Background of the Business Combination, page 80
2.Please update to reflect the amendment to the merger agreement entered into on December
31, 2020.

 FirstName LastNameWilliam Hunter
 Comapany NameAMCI Acquisition Corp.
 January 12, 2021 Page 2
 FirstName LastNameWilliam Hunter
AMCI Acquisition Corp.
January 12, 2021
Page 2
Tax consequences of the merger to the holders of Advent stock, page 91
3.Your disclosure indicates that the parties intend for the merger and related transactions to
be tax free either under Section 368(a) or Section 351 of the Internal Revenue Code.
Please revise your disclosures here to more clearly state counsel's tax opinion on whether
the transaction will qualify as a reorganization. Also, state in your disclosure here that the
discussion is the opinion of tax counsel. Whenever there is significant doubt about the tax
consequences of the transaction, it is permissible for the tax opinion to use “should” rather
than “will,” but counsel providing the opinion must explain why it cannot give a “will”
opinion and describe the degree of uncertainty in the opinion. Please refer to Sections
III.B and C of Staff Legal Bulletin 19.  Please update your exhibit index to include
your tax opinion.

Legal Proceedings, page 105
4.For your disclosed legal proceeding, please provide the information required by Item 103
of Regulation S-K, such as the name of the court in which the proceeding is pending, the
date instituted, the principal parties thereto, and the amount of relief sought.
Exclusive forum for certain lawsuits, page 140
5.We note your response to comment 7 in our prior letter.  Please ensure that your
disclosure accurately reflects the scope of Article VIII of your amended and restated
certificate of incorporation.
Executive Compensation of Advent, page 159
6.Please update to include compensation for fiscal year ended December 31, 2020.
AMCi Acquisition Corp Unaudited Financial Statements
Note 9-Subsequent Events, page F-33
7.We note your disclosure that on December 17, 2020, a purported shareholder class action
complaint was filed against the company, alleging that the proposed Business
Combination with Avent is both procedurally and substantively unfair. The complaint
does not provide detail as to how the proposed Business Combination is unfair, either
procedurally or substantively, and the company believes it has no merit.  Please note that
in accordance with ASC 450-20-50-3 if no accrual is made for a loss contingency because
one or both of the conditions are not met, or an exposure to loss exists in excess of the
amount accrued pursuant to the provisions of ASC 450-20-30-1, disclosure of the
contingency shall be made when there is at least a reasonable possibility that a loss or an
additional loss may have been incurred.  The disclosure shall indicate the nature of the
contingency and shall give an estimate of the possible loss or range of loss or state that
such an estimate cannot be made.  Please revise your disclosure in future amendments to
provide all information pursuant to ASC 450.

 FirstName LastNameWilliam Hunter
 Comapany NameAMCI Acquisition Corp.
 January 12, 2021 Page 3
 FirstName LastName
William Hunter
AMCI Acquisition Corp.
January 12, 2021
Page 3

            You may contact Effie Simpson, Staff Accountant at (202) 551-3346 or Melissa
Raminpour, Accounting Branch Chief at (202) 551-3379 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood, Staff
Attorney at (202) 551-3345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Rubin

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    AMCI Acquisition Corp.

      1501 Ligonier Street, Suite 370

      Latrobe, PA 15650

      VIA EDGAR

      December 31, 2020

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Manufacturing

      100 F Street, NE

      Washington, D.C. 20549

      Attn: Sherry Haywood, Esq., Attorney-Advisor

              Re:

              AMCI Acquisition Corp.

              Registration Statement on Form S-4

              Filed November 24, 2020

              File No. 333-250946

      Dear Ms. Haywood:

      AMCI Acquisition Corp. (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on December 21, 2020, regarding the Registration Statement on Form S-4 filed with the Commission
        on November 24, 2020. For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. We have today filed a pre-effective amendment to the Registration Statement to
        reflect the changes discussed below.

      Registration Statement on Form S-4 filed 24, 2020

      Proxy Statement/Prospectus Cover Page/Letter to Stockholders , page 1

            1.

              Please disclose the total number of shares that will be issued in connection with the transactions. See Item 501(b)(2) of Regulation S-K.

      Response: We have revised the Registration Statement to provide that an aggregate of 25,000,000 shares of Class A common stock, par value $0.0001 per share, will be issued by the
        Company to the holders of the capital stock of Advent Technologies Inc. (“Advent”) and that additional shares may be issued in connection with possible closing adjustments.

      What interests do AMCI’s current officers and directors have in the Business Combination?, page 10

            2.

              Please quantify the interests each of your sponsor, current officers and directors will receive in the business combination.

        Response: We have revised the Registration Statement to provide that other than arrangements specifically described in the Registration Statement, none of our
            sponsor, current officers or directors will receive any interest in the business combination, but they will continue to hold the interests in the Company they owned prior to the business combination. We have provided that Messrs. Hunter and
            Clark will remain as directors following the business combination. In addition, we have provided that Mr. Hunter and Advent are expected to enter into an employment agreement prior to the closing of the business combination, pursuant to
          which Mr. Hunter is expected to serve as Advent’s President and Chief Financial Officer and receive an annual base salary of $475,000, an annual performance bonus with a target equal to 125% of his annual base salary, severance entitlements upon
          a termination of employment without “cause” or resignation by him for “good reason’ (as customarily defined) comparable to those provided to Mr. Gregoriou and described in the Registration Statement, and a one-time signing bonus of $400,000,
          payable in two equal installments on the same schedule as applicable to other executives of Advent.

            3.

              Please provide the consideration paid for the Placement Warrants. Please disclose the current value of the Sponsor Shares and Private Warrants.

                    Division of Corporation Finance

                   December 31, 2020

                   Page 2

          Response: We have revised the Registration Statement to state that, at the time of the closing of the Company’s initial public offering, our sponsor purchased an
              aggregate of 5,910,416 private placement warrants, each exercisable for one share of our Class A common stock at $11.50 per share, for a purchase price of $5,910,416, or $1.00 per warrant.

      It is not possible to determine the current value of the Sponsor Shares, because such shares are not transferable until one year after the consummation of the initial business
        combination unless certain share price conditions are met, and such shares will become worthless in the event the Company does not consummate an initial business combination and liquidates.  Although the Placement Warrants held by the sponsor have
        certain rights that differ from the rights of holders of the public warrants, and the resale of the warrants would need to be made pursuant to a resale registration statement declared effective by the Commission, we have added a statement that “On
        December 29, 2020, the closing price of the public warrants of the Company on the Nasdaq Capital Market was $3.35.”

                4.

                Please quantify the out-of-pocket expenses incurred by your AMCI executive officers, directors, and their respective affiliates as of a recent practicable date.

      Response: We have revised the Registration Statement to state that as of December 28, 2020, none of AMCI’s officers and directors have incurred any out-of-pocket expenses.

            5.

              Please revise the last bullet to disclose the amount to be paid to Messrs. Gregoriou, De Castro and Kaskavelis for prior years of service.

      Response: We have revised the Registration Statement to state that as of November 18, 2020, an aggregate of $648,394, $526,122 and $65,000 was due in unpaid compensation for prior
        service to, respectively, Messrs. Gregoriou, De Castro and Kaskavelis.

      AMCI’s board of directors believes that the Proposals to be presented at the AMCI Special Meeting , page 32

            6.

              You disclose the loan from Orion to you as of November 24, 2020. Please file the loan agreement as an exhibit.

        Response: The Company signed a promissory note in favor of Orion dated as of May 20, 2020. On October 12, 2020, the promissory note was amended. The original promissory note was filed as Exhibit 10.1 to the Form
          8-K of the Company filed on May 21, 2020. The amendment to the promissory note was filed as Exhibit 10.5 to the Form 8-K of the Company filed on October 16, 2020. Pursuant to the staff comment, both the promissory note and the amendment will be
          referenced in the exhibits to the Registration Statement.

      The Amended Charter will designate a state or federal court located within the State of Delaware as the exclusive forum, page 45

            7.

              We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether
                this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
                created by the Exchange Act or the rules and regulations thereunder. If this provision does not apply to actions arising under the Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this
                clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act. We also note that your Amended Charter will also provide that the federal district courts
                of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Please state that there is uncertainty as to whether a court would enforce such provision.
                Please ensure that your disclosures on page 151 and 160 are consistent with the scope of your provision. We note that Annex B does not include an exclusive forum provision. Please revise your disclosure or update Annex B.

                    Division of Corporation Finance

                   December 31, 2020

                   Page 3

      Response: We have revised the disclosure in the Registration Statement to provide that the Company’s amended and restated certificate of incorporation will provide that the exclusive forum provision will be applicable
        to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules
        and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In
        addition, the amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted
        by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. We will state that we note, however, that
        there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent
        jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

      The exclusive forum section of the form of the amended and restated certificate of incorporation will be revised to reflect the foregoing provisions.

      Background of the Business Combination, page 85

            8.

              Please revise your disclosure in this section to include negotiations relating to material terms of the transaction, including, but not limited to, structure, consideration, valuation, PIPE, requirement that
                AMCI to amend the Warrant Agreement to cash out the AMCI warrants, and proposals and counter-proposals. In your revised disclosure, please explain the reasons for the terms, each party’s position on the issues, and how you reached agreement
                on the final terms.

        Response: As requested by the staff, we have revised the Registration Statement to include the requested information.

            9.

              We note your disclosure that AMCI and Advent amended the Merger Agreement to remove the requirement set forth therein requiring AMCI to amend the Warrant Agreement to cash out the AMCI warrants for $1.50 per
                warrant. Please elaborate on the reasons for the amendment.

        Response: The amendment was entered into following a determination by the Company that the requirement to cash out the warrants would not be well received by the Company’s stockholders.

      The Board’s Reasons for Approval of the Business Combination, page 90

            10.

              Please revise to include the financial projections of Advent. In that regard, we note your disclosures in the fourth bullet point on page 91. We also note that Advent’s financial projections were included on
                page 34 of your Investor Presentation.

                    Division of Corporation Finance

                   December 31, 2020

                   Page 4

        Response: As requested by the staff, we have revised the Registration Statement to include the financial projections of Advent.

      Certain United States Federal Income Tax Considerations of the Redemption, page 95

            11.

              Please revise the section headers which indicate that the opinion only covers “certain” material tax consequences.

      Response: As requested, the section headers have been revised.

            12.

              Please revise to include the material tax consequences of the merger.

        Response: As requested by the staff, we have revised the Registration Statement to discuss such consequences.

      Recent Developments, page 122

            13.

              You disclose that on October 16, 2020, your stockholders agreed to amend the certificate of incorporation to extend the deadline to consummate the business combination until February 21, 2020. Please revise to
                reflect the February 22, 2021 extension deadline.

      Response: We have corrected this error in the Registration Statement.

      Information about Advent, page 126

            14.

              Please disclose the term of your agreement with U.S. Department of Energy’s L’Innovator Program.

      Response: The amended Registration Statement provides that the term of the L’Innovator Program is 24 months, but that any license negotiated between the parties would be for the life of the
        relevant patents.

            15.

              We note your disclosure that Advent has a number of partnerships, including with the DoE, NASA and the European Space Agency. We also note your disclosure that you have entered into licensing and
                joint-development agreements. Please disclose the materials terms of these agreements and file your material agreements as exhibits.

        Response: Advent does not consider any of these agreements to be material as they were entered into in the ordinary course and are of the type of agreement that ordinarily accompanies the kind of business conducted by Advent. In particular,
          the L’Innovator Program agreement with the U.S. Department of Energy is only a supplement to Advent’s current product line and thus not material to Advent’s success as a company. Similarly, the agreements with NASA and the European Space Agency
          are ordinary course agreements that simply highlight the diverse applications of Advent’s technology but in no way are determinative of Advent’s success.

      Compensation Committee, page 164

            16.

              You disclose “if qualified as a controlled company” you intend to rely upon the exemption for the requirement that it have a compensation committee comprised entirely of independent directors. If you will be a
                “controlled company” after the transactions, please revise your registration statement to disclose this fact and discuss who will control a majority of the voting power of the company after the business combination.

        Response: The Registration Statement has been revised to provide that the Company does not intend to rely upon any of the controlled company accommodations.

                    Division of Corporation Finance

                   December 31, 2020

                   Page 5

      General

            17.

              Please disclose your anticipated use of the proceeds. In that regard, we note page 31 of your Investor Presentation, filed as exhibit 99.1 to your Form 8-K filed October 13, 2020, includes a break down of how
                you plan to use the proceeds from the Trust in your business. In addition, please revise your filing to include all material information found in the Investor Presentation.

      Response: We have revised the Registration Statement in accordance with the staff comment.

      We thank the Staff for its review of the Registration Statement. If you have further comments, please feel free to contact to our counsel, Jeffrey Rubin, at jrubin@egsllp.com or by telephone at
        (212) 370-1300.

              Sincerely,

              /s/ William Hunter

              Wil

United States securities and exchange commission logo
December 21, 2020
William Hunter
President and Chief Executive Officer
AMCI Acquisition Corp.
1501 Ligonier Street, Suite 370
Latrobe, PA 15650
Re:AMCI Acquisition Corp.
Registration Statement on Form S-4
Filed November 24, 2020
File No. 333-250946
Dear Mr. Hunter:
            We have reviewed your 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.
Registration Statement on Form S-4 filed November 24, 2020
Proxy Statement/Prospectus Cover Page/Letter to Stockholders , page 1
1.Please disclose the total number of shares that will be issued in connection with the
transactions. See Item 501(b)(2) of Regulation S-K.

What interests do AMCI’s current officers and directors have in the Business Combination? ,
page 10
2.Please quantify the interests each of your sponsor, current officers and directors will
receive in the business combination.
3.Please provide the consideration paid for the Placement Warrants. Please disclose the

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 FirstName LastNameWilliam Hunter
AMCI Acquisition Corp.
December 21, 2020
Page 2
current value of the Sponsor Shares and Private Warrants.
4.Please quantify the out-of-pocket expenses incurred by your AMCI executive officers,
directors, and their respective affiliates as of a recent practicable date.
5.Please revise the last bullet to disclose the amount to be paid to Messrs. Gregoriou, De
Castro and Kaskavelis for prior years of service.
AMCI’s board of directors believes that the Proposals to be presented at the AMCI Special
Meeting , page 32
6.You disclose the loan from Orion to you as of November 24, 2020. Please file the loan
agreement as an exhibit.
The Amended Charter will designate a state or federal court located within the State of Delaware
as the exclusive forum, page 45
7.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder. If this
provision does not apply to actions arising under the Exchange Act, please also ensure that
the exclusive forum provision in the governing documents states this clearly, or tell us
how you will inform investors in future filings that the provision does not apply to any
actions arising under the Exchange Act. We also note your that your Amended Charter
will also provide that the federal district courts of the United States of America will be the
exclusive forum for resolving any complaint asserting a cause of action arising under the
Securities Act. Please state that there is uncertainty as to whether a court would enforce
such provision. Please ensure that your disclosures  on page 151  and 160 are consistent
with the scope of your provision. We note that Annex B does not include an exclusive
forum provision. Please revise your disclosure or update Annex B.

Background of the Business Combination, page 85
8.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including, but not limited to, structure, consideration, valuation,
PIPE, requirement that AMCI to amend the Warrant Agreement to cash out the AMCI
warrants, and proposals and counter-proposals.  In your revised disclosure, please explain
the reasons for the terms, each party's position on the issues, and how you reached
agreement on the final terms.
9.We note your disclosure that AMCI and Advent amended the Merger Agreement to
remove the requirement set forth therein requiring AMCI to amend the Warrant

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AMCI Acquisition Corp.
December 21, 2020
Page 3
Agreement to cash out the AMCI warrants for $1.50 per warrant. Please elaborate on the
reasons for the amendment.
The Board’s Reasons for Approval of the Business Combination, page 90
10.Please revise to include the financial projections of Advent. In that regard, we note your
disclosures in the fourth bullet point on page 91. We also note that Advent's financial
projections were included on page 34 of your Investor Presentation.
Certain United States Federal Income Tax Considerations of the Redemption, page 95
11.Please revise the section headers which indicate that the opinion only covers
“certain” material tax consequences.
12.Please revise to include the material tax consequences of the merger.
Recent Developments, page 122
13.You disclose that on October 16, 2020, your stockholders agreed to amend the certificate
of incorporation to extend the deadline to consummate the business combination until
February 21,2020. Please revise to reflect the February 22, 2021 extension deadline.
Information about Advent, page 126
14.Please disclose the term of your agreement with U.S. Department of Energy’s L’Innovator
Program.
15.We note your disclosure that Advent has a number of partnerships, including with the
DoE, NASA and the European Space Agency.  We also note your disclosure that you have
entered into licensing and joint-development agreements. Please disclose the materials
terms of these agreements and file your material agreements as exhibits.
Compensation Committee, page 164
16.You disclose "if qualified as a controlled company" you intend to rely upon the exemption
for the requirement that it have a compensation committee comprised entirely of
independent directors. If you will be a "controlled company" after the transactions, please
revise your registration statement to disclose this fact and discuss who will control a
majority of the voting power of the company after the business combination.
General
17.Please disclose your anticipated use of the proceeds. In that regard, we note page 31 of
your Investor Presentation, filed as exhibit 99.1 to your Form 8-K filed October 13, 2020,
includes a break down of how you plan to use the proceeds from the Trust in your
business. In addition, please revise your filing to include all material information found in
the Investor Presentation.

 FirstName LastNameWilliam Hunter
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 FirstName LastName
William Hunter
AMCI Acquisition Corp.
December 21, 2020
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Effie Simpson, Staff Accountant at (202) 551-3346 or Melissa
Raminpour, Accounting Branch Chief at (202) 551-3379 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood, Staff
Attorney at (202) 551-3345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Rubin

CORRESP
1
filename1.htm

    November 14, 2018

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C.  20549

    Attention: David Lin, Staff Attorney

            Re:

            AMCI Acquisition Corp.

            Registration Statement on Form S-1

            Filed October 25, 2018, as amended

            File No. 333-227994

    Dear Mr. Lin:

    Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the
        several underwriters, hereby joins in the request of AMCI Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on November
        15, 2018, or as soon thereafter as practicable.

    Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 649 copies of the Preliminary Prospectus dated November 9, 2018 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

    The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as
        amended.

    * * *

    [signature page follows]

            Very truly yours,

            JEFFERIES LLC,

            as Representative of the Several Underwriters

            By:

            /s/ Tina Pappas

            Name:

            Tina Pappas

            Title:

            Managing Director

CORRESP
1
filename1.htm

    AMCI Acquisition Corp.

    975 Georges Station Road, Suite 900

    Greensburg, PA 15601

    November 14, 2018

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C.  20549

    Attention: David Lin, Staff Attorney

            Re:

            AMCI Acquisition Corp.

            Registration Statement on Form S-1

            Filed October 25, 2018, as amended

            File No. 333-227994

    Dear Mr. Lin:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, AMCI Acquisition Corp. hereby requests acceleration of
        effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Thursday, November 15, 2018, or as soon as thereafter practicable.

            Very truly yours,

            /s/ William Hunter

            William Hunter

            Chief Executive Officer

            cc:

            Ellenoff Grossman & Schole LLP

            Skadden, Arps, Slate, Meagher & Flom LLP

August 14, 2018
William Hunter
Chief Executive Officer
AMCI Acquisition Corp.
600 Steamboat Road South
Greenwich, CT 06830
Re:AMCI Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted July 20, 2018
CIK No. 0001744494
Dear Mr. Hunter:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Our Company, page 3
1.Please add an organizational chart or diagram that illustrates your ownership structure.
Competitive Strengths, page 5
2.The disclosure in the summary should be a balanced presentation of your business.  Please
balance the description of your competitive strengths with equally prominent disclosure of
the challenges you face.  For example, it appears you should address your financial,
technical and other resources relative to those of your potential competitors, as you

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AMCI Acquisition Corp.
August 14, 2018
Page 2
discuss on page 105.
Risk Factors
We may not have sufficient funds to satisfy indemnification claims . . . , page 42
3.We note your disclosure that your officers and directors have agreed to waive any right,
title, interest or claim to any monies in the trust account and that any indemnification
provided will only be able to be satisfied with funds outside of the trust account prior to
the initial business combination.  Please revise to clarify, either here or elsewhere in the
prospectus, whether any other persons who may become officers or directors prior to the
initial business combination will also be required to agree to such waiver.
Proposed Business
Sources of Target Businesses, page 87
4.Please revise to clarify whether you have a policy that prohibits your insiders from
negotiating for the reimbursement of out-of-pocket expenses by a target business.  If not,
and to the extent material, please add a risk factor discussing the conflict of interest that
this may cause in determining whether to enter into a particular business combination.
Management
Conflicts of Interest, page 111
5.Please refer to your disclosure in the last paragraph on page 111.  Please revise to disclose
the basis of your belief that the fiduciary duties or contractual obligations of AMCI and
your officers or directors will not materially affect your ability to complete an initial
business combination.
General
6.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Benjamin Phippen,
Staff Accountant, at (202) 551-3697 if you have questions regarding comments on the financial
statements and related matters.  Please contact David Lin, Staff Attorney, at (202) 551-3552 or
Michael Clampitt, Senior Counsel, at (202) 551-3434 with any other questions.
Sincerely,
Division of Corporation Finance

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 Comapany NameAMCI Acquisition Corp.
 August 14, 2018 Page 3
 FirstName LastName
William Hunter
AMCI Acquisition Corp.
August 14, 2018
Page 3
Office of Financial Services