SecProbe.io

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 June 12, 2025

Jennifer Holmgren, Ph.D.
Chief Executive Officer and Director
LanzaTech Global, Inc.
8045 Lamon Avenue
Suite 400
Skokie, Illinois 60077

 Re: LanzaTech Global, Inc.
 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
 Filed June 11, 2025
 File No. 001-40282
Dear Jennifer Holmgren Ph.D.:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
cc: Marisa Stavenas, Esq.
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 Document Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 June 11, 2025 VIA EDGAR Re: LanzaTech Global, Inc. Preliminary Proxy Statement on Schedule 14A Filed May 27, 2025 File No. 001-40282 Jane Park Katherine Bagley Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Ms. Park and Ms. Bagley: On behalf of LanzaTech Global, Inc. (the “ Company ”), we hereby transmit via EDGAR to the staff (the “ Staff ”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “ Commission ”) Amendment No. 1 (“ Amendment No. 1 ”) to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “ Proxy Statement ”). The Company has prepared Amendment No. 1 to respond to the Staff’s comments in its letter dated June 6, 2025 relating to the Proxy Statement (the “ Comment Letter ”) and to reflect certain other changes. In addition, we are providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1. Unless otherwise defined below, terms defined in Amendment No. 1 and used below shall have the meanings given to them in Amendment No. 1. The responses and information described below are based upon information provided to us by the Company, as applicable. Simpson Thacher & Bartlett LLP Securities and Exchange Commission -2- June 11, 2025 Preliminary Proxy Statement on Schedule 14A filed May 27, 2025 What is the effect of the Special proposals on our stockholders?, page 18 1. We note your disclosure that, if the stockholders approve the proposals in this proxy statement, any Preferred Stock voting cap would fall away and the voting power of the existing holders of Common Stock will decrease. We also note your disclosure on page 10 that the voting rights of the Preferred Stock are capped as described in the Certificate of Designation unless and until the stockholders approve the Nasdaq Listing Rule Proposals. Please revise the “Potential Effects of the Nasdaq Listing Approvals” disclosures on pages 47 and 49 to discuss that the approval of these proposals will result in any Preferred Stock voting cap falling away and why. The Company has (1) added a cross-reference on page 18 to the additional risk factor disclosure and (2) revised the disclosure on page 49 to add disclosure in response to the Staff’s comment that the approval of the Nasdaq Listing Rule Proposals will result in the voting cap on the Preferred Stock falling away pursuant to the provisions of the Certificate of Designation and the impact that will have on stockholders. Proposal 4 The Increased Authorized Share Proposal, page 29 2. We note your disclosure that each Warrant is exercisable at a price equal to $0.0000001 per Warrant Share, but the warrants will not be exercisable unless and until, among other things, the Requisite Stockholder Approvals are obtained and you consummate a subsequent financing (the “Conditions to Exercise”). We also note your disclosure that, if the Conditions to Exercise are satisfied, each warrant will be “deemed automatically exercised on a cashless, net-exercise basis.” Therefore, it appears that although the Warrant Shares are exercisable for a nominal amount, the Conditions to Exercise will result in the warrants effectively being exercised only on a cashless basis. Please revise to clarify the significance of the cashless exercise to warrant holders, including whether the cashless exercise will have any impact on the amount of shares per warrant received by each holder. The Company has revised the discussion on page 32 to provide disclosure that the cashless exercise of the Warrants will result in the Warrant holder receiving approximately the same number of shares of Common Stock as the Warrant Shares due to the nominal exercise price of the Warrant. 3. We refer to your disclosure on page 18 that the issuance of the additional authorized shares pursuant to the Special Proposals will dilute the economic and voting interests of your existing stockholders, including upon the conversion of the preferred stock and upon the issuance of the warrant shares. Please revise to add prominent risk factor disclosure addressing risks associated with the significant potential dilution from the exercise of the Warrants, the issuance of the Warrant Shares, and the issuance of shares underlying a Subsequent Financing to your existing stockholders. The risk factor should also disclose the maximum number of shares that may be issuable upon exercise of the warrants and financing as compared to the number of shares currently outstanding. Please also disclose any risks related to Nasdaq delisting due to the significant dilution of these issuances, if applicable. Simpson Thacher & Bartlett LLP Securities and Exchange Commission -3- June 11, 2025 The Company has (1) added a cross-reference on page 18 to the additional risk factor disclosure and (2) revised the disclosure on pages 33 through 34 to include the requested disclosure. Background Background Regarding a Financing, page 31 4. We note your disclosure that you are actively seeking additional capital and that the Subsequent Financing could result in the issuance of 700,000,000 to 1,200,000,000 shares of Common Stock. We also note your disclosure that the Warrants will not be exercisable unless and until, among other things, you consummate a Financing. Please tell whether you have entered into any agreements for a financing, and the status of any negotiations for a financing, if material. Revise your disclosure accordingly. The Company has revised the disclosure on page 32 to include that, while the Company has entered into confidentiality agreements with various potential investors, it has not currently entered into any definitive agreements with any investor with respect to a Financing. Potential Effects of the Increased Authorized Share Amendment, page 32 5. We note your disclosure that, if the Increased Authorized Share Amendment and the Nasdaq Listing Approvals are approved and you issue shares of Common Stock upon exercise of the Warrants and in connection with a Financing, the ownership of your Common Stock will be concentrated in a limited number of holders. To the extent known and estimable, please disclose the potential beneficial ownership concentration and identify the relevant holders. For example, we note your disclosure on page 47 discussing the beneficial ownership and potential beneficial ownership of Khosla Ventures and its affiliates. The Company has revised the disclosure on pages 34 and 49 to include the additional requested disclosure, including with respect to the beneficial ownership of Khosla Ventures and its affiliates and the potential investors in a Financing. The Company has also revised the disclosure to indicate that, after giving effect to the exercise of the Warrants and the issuance of shares in a Financing and assuming no existing shareholders participate in such Financing, no other shareholder would beneficially own 5% or more of the Common Stock. The Company respectfully advises the Staff that, as the Company has not yet entered into any definitive agreement with respect to a Financing, the identities of any potential investors in any such Financing and their beneficial ownership of shares of Common Stock following such a Financing are not yet known or estimable. The Company has clarified its disclosure to state that a Financing could result in increased concentrated share ownership of its Common Stock, including with respect to existing investors or Khosla Ventures and its affiliates to the extent they participate in such Financing. * * * * * * * Please do not hesitate to call me at (212) 455-2303 with any questions or further comments regarding the Proxy Statement or if you wish to discuss any of the above responses. Simpson Thacher & Bartlett LLP Securities and Exchange Commission -4- June 11, 2025 Very truly yours, /s/ Marisa Stavenas Marisa Stavenas CC:    U.S. Securities and Exchange Commission      Jane Park      Katherine Bagley          LanzaTech Global, Inc.      Jennifer Holmgren, Ph.D., Chief Executive Officer and Director      Joseph Blasko, General Counsel and Corporate Secretary

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 June 6, 2025

Jennifer Holmgren, Ph.D.
Chief Executive Officer and Director
LanzaTech Global, Inc.
8045 Lamon Avenue
Suite 400
Skokie, Illinois 60077

 Re: LanzaTech Global, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed May 27, 2025
 File No. 001-40282
Dear Jennifer Holmgren Ph.D.:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed May 27, 2025
What is the effect of the Special proposals on our stockholders?, page 18

1. We note your disclosure that, if the stockholders approve the proposals
in this proxy
 statement, any Preferred Stock voting cap would fall away and the voting
power of
 the existing holders of Common Stock will decrease. We also note your
disclosure on
 page 10 that the voting rights of the Preferred Stock are capped as
described in the
 Certificate of Designation unless and until the stockholders approve the
Nasdaq
 Listing Rule Proposals. Please revise the "Potential Effects of the
Nasdaq Listing
 Approvals" disclosures on pages 47 and 49 to discuss that the approval
of these
 proposals will result in any Preferred Stock voting cap falling away and
why.
Proposal 4
The Increased Authorized Share Proposal, page 29

2. We note your disclosure that each Warrant is exercisable at a price
equal to
 $0.0000001 per Warrant Share, but the warrants will not be exercisable
unless and
 June 6, 2025
Page 2

 until, among other things, the Requisite Stockholder Approvals are
obtained and you
 consummate a subsequent financing (the "Conditions to Exercise"). We
also note your
 disclosure that, if the Conditions to Exercise are satisfied, each
warrant will be
 "deemed automatically exercised on a cashless, net-exercise basis."
Therefore, it
 appears that although the Warrant Shares are exercisable for a nominal
amount, the
 Conditions to Exercise will result in the warrants effectively being
exercised only on a
 cashless basis. Please revise to clarify the significance of the
cashless exercise to
 warrant holders, including whether the cashless exercise will have any
impact on the
 amount of shares per warrant received by each holder.
3. We refer to your disclosure on page 18 that the issuance of the
additional authorized
 shares pursuant to the Special Proposals will dilute the economic and
voting interests
 of your existing stockholders, including upon the conversion of the
preferred stock
 and upon the issuance of the warrant shares. Please revise to add
prominent risk factor
 disclosure addressing risks associated with the significant potential
dilution from the
 exercise of the Warrants, the issuance of the Warrant Shares, and the
issuance of
 shares underlying a Subsequent Financing to your existing stockholders.
The risk
 factor should also disclose the maximum number of shares that may be
issuable upon
 exercise of the warrants and financing as compared to the number of
shares currently
 outstanding. Please also disclose any risks related to Nasdaq delisting
due to the
 significant dilution of these issuances, if applicable.
Background
Background Regarding a Financing, page 31

4. We note your disclosure that you are actively seeking additional capital
and that the
 Subsequent Financing could result in the issuance of 700,000,000 to
1,200,000,000
 shares of common stock. We also note your disclosure that the Warrants
will not be
 exercisable unless and until, among other things, you consummate a
Financing. Please
 tell whether you have entered into any agreements for a financing, and
the status of
 any negotiations for a financing, if material. Revise your disclosure
accordingly.
Potential Effects of the Increased Authorized Share Amendment, page 32

5. We note your disclosure that, if the Increased Authorized Share
Amendment and the
 Nasdaq Listing Approvals are approved and you issue shares of Common
Stock upon
 exercise of the Warrants and in connection with a Financing, the
ownership of your
 Common Stock will be concentrated in a limited number of holders. To the
extent
 known and estimable, please disclose the potential beneficial ownership
concentration
 and identify the relevant holders. For example, we note your disclosure
on page 47
 discussing the beneficial ownership and potential beneficial ownership
of Khosla
 Ventures and its affiliates.
 June 6, 2025
Page 3

 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 Jane Park at 202-551-7439 or Katherine Bagley at
202-551-2545 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Marisa Stavenas, Esq.
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October 31, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Robert Augustin

Re:

 LanzaTech Global, Inc.

 Registration Statement Filed on Form S-3

 File No. 333-279239

 Post-Effective Amendment No. 5

 Registration Statement Filed on Form S-1

 File No. 333-269735

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, LanzaTech Global, Inc. (the “Company”) hereby respectfully requests:

1.that the effective date for Post-Effective Amendment No. 5 (the “Deregistration Amendment”) to the Company’s Registration Statement on Form S-1 (File No. 333-269735) be accelerated to 4:30 p.m., Eastern Time, on November 1, 2024, or as soon as practicable thereafter; and

2.that the effective date for the Company’s Registration Statement on Form S-3 (File No. 333-279239) be accelerated to 4:31 p.m., Eastern Time, on November 1, 2024, or as soon as practicable thereafter (but in no event prior to the effectiveness of the Deregistration Amendment).

Please contact Kerry S. Burke of Covington & Burling LLP at (202) 662-5297 or kburke@cov.com with any questions you may have regarding this request. In addition, please notify Ms. Burke by telephone when this request for acceleration has been granted.

 Respectfully,

 LanzaTech Global, Inc.

By: /s/ Geoff Trukenbrod

Name: Geoff Trukenbrod

Title: Chief Financial Officer

cc:

 Kerry S. Burke, Covington & Burling LLP

 Brian K. Rosenzweig, Covington & Burling LLP

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June 4, 2024

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:    Robert Augustin and Katherine Bagley

Re:    LanzaTech Global, Inc.

Registration Statement on Form S-3

Filed May 9, 2024

File No. 333-279239

Dear Mr. Augustin and Ms. Bagley:

On behalf of our client, LanzaTech Global, Inc. (the “Company” or “LanzaTech”), 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 May 23, 2024 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-3, filed on May 9, 2024 (the “Registration Statement”).

For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement.

Registration Statement on Form S-3, filed May 9, 2024

General

1.We note that your Form S-3 includes a prospectus for selling stockholders, which covers (i) the issuance by you of up to 23,403,989 shares of your common stock issuable upon the exercise of certain convertible securities and (ii) the offering and sale of up to 226,840,670 shares of your common stock and up to 8,857,762 warrants to purchase your common stock that may be sold in one or more secondary offerings by the selling stockholders from time to time. However, it appears that you currently have an effective S-1 registration statement, File No. 333-269735, that has registered this transaction. Therefore, please remove this prospectus from your S-3 registration statement, or tell us why it is permissible for you to register this transaction on this S-3 registration statement.

Response to Comment 1: The Company acknowledges the Staff’s comment regarding the Registration Statement on Form S-1 (File No. 333-269735), which was declared effective by the

United States Securities and Exchange Commission

June 4, 2024

Page 2

Commission on April 23, 2024 (the “Prior Registration Statement”). The Prior Registration Statement was initially filed while the Company was ineligible to use Form S-3. The Company currently meets the eligibility requirements of Form S-3 and therefore filed the Registration Statement with the Commission. In advance of the effective date of the Registration Statement, the Company intends to file a post-effective amendment to the Prior Registration Statement to deregister the shares of the Company’s common stock that remain unsold under the Prior Registration Statement. As a result, upon the effectiveness of the post-effective amendment to the Prior Registration Statement, the shares of stock will not be included in any effective registration statement of the Company.

2.We note your disclosure in your annual report for the fiscal year-ended December 31, 2023 that “LanzaTech no longer qualified as an smaller reporting company as of the last business day of the Company’s second fiscal quarter.” Because the company no longer appears to be a smaller reporting company, please revise to include, or incorporate by reference to, three years of Statements of Operations and Comprehensive Income (Loss), Stockholder Equity (Deficit), and Cash Flows. See Rules 3-02 and 3-04 of Regulation S-X.

Response to Comment 2: The Company acknowledges the Staff’s comment and respectfully submits that the Company is not required to include three years of Statements of Operations and Comprehensive Income (Loss), Stockholder Equity (Deficit), and Cash Flows in the Registration Statement, notwithstanding that the Company no longer qualifies as a smaller reporting company (“SRC”).

As noted in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 29, 2024 (the “Annual Report”), the Company determined that it no longer qualified as a SRC as of the last business day of the Company’s second fiscal quarter. In the Commission’s Release No. 33-8876 (Dec. 19, 2007), the Commission indicated that a registrant that no longer qualifies as an SRC may continue to use the scaled disclosures permitted for a SRC through its next annual report on Form 10-K. This is consistent with paragraph 3(i)(C) of the definition of “smaller reporting company” in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and Section 5120.1(c) of the Staff’s Financial Reporting Manual. Item 8(b) of Form 10-K provides that SRCs may provide the financial information required by Article 8 of Regulation S-X in lieu of any financial statements required by Item 8 of Form 10-K. Pursuant to Rule 8-02 of Regulation S-X, a SRC is required to file an audited balance sheet as of the end of each of the most recent two fiscal years and audited statements of comprehensive income, cash flows and changes in stockholders’ equity for each of the two fiscal years preceding the date of the most recent audited balance sheet. Accordingly, the Company continued to use the scaled disclosures permitted for SRCs in its Annual Report, and as a result, the Annual Report includes two, rather than three, years of the Statement of Operations and Comprehensive Income (Loss), Stockholder Equity (Deficit), and Cash Flows.

United States Securities and Exchange Commission

June 4, 2024

Page 3

In the Prior Registration Statement, the Company included three years of Statements of Operations and Comprehensive Income (Loss), Stockholder Equity (Deficit), and Cash Flows pursuant to Item 11(e) of Form S-1, which requires the inclusion of “financial statements meeting the requirements of Regulation S-X,” including Rules 3-02 and 3-04 of Regulation S-X.

In contrast to the requirements of Item 11(e) of Form S-1, Item 12(a)(1) of Form S-3 requires only the incorporation by reference of the Company’s “latest annual report on Form 10-K [. . .] that contains financial statements for the registrant’s latest fiscal year for which a Form 10-K was required to be filed.” Pursuant to this requirement, the Annual Report is incorporated by reference into the Registration Statement. The Company believes it has satisfied the requirements of Form S-3 by specifically incorporating by reference the Annual Report, which contains the requisite financial statements, and that the Company is not required to include, or incorporate by reference, three years of Statements of Operations and Comprehensive Income (Loss), Stockholder Equity (Deficit), and Cash Flows.

* * *

Please contact me at (202) 662-5297 with any questions or further comments regarding our responses to your comments.

Sincerely,

/s/ Kerry Shannon Burke

Kerry Shannon Burke

Covington & Burling LLP

cc:    Joe Blasko, LanzaTech Global, Inc.

United States securities and exchange commission logo
May 23, 2024
Jennifer Holmgren
Chief Executive Officer and Director
LanzaTech Global, Inc.
8045 Lamon Avenue
Suite 400
Skokie, Illinois 60077
Re:LanzaTech Global, Inc.
Registration Statement on Form S-3
Filed May 9, 2024
File No. 333-279239
Dear Jennifer Holmgren:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3 filed May 9, 2024
General
1.We note that your Form S-3 includes a prospectus for selling stockholders, which covers
(i) the issuance by you of up to 23,403,989 shares of your common stock issuable upon
the exercise of certain convertible securities and (ii) the offering and sale of up to
226,840,670 shares of your common stock and up to 8,857,762 warrants to purchase your
common stock that may be sold in one or more secondary offerings by the selling
stockholders from time to time. However, it appears that you currently have an effective
S-1 registration statement, File No. 333-269735, that has registered this transaction.
Therefore, please remove this prospectus from your S-3 registration statement, or tell us
why it is permissible for you to register this transaction on this S-3 registration statement.

 FirstName LastNameJennifer Holmgren
 Comapany NameLanzaTech Global, Inc.
 May 23, 2024 Page 2
 FirstName LastName
Jennifer Holmgren
LanzaTech Global, Inc.
May 23, 2024
Page 2
2.We note your disclosure in your annual report for the fiscal year-ended December 31,
2023 that "LanzaTech no longer qualified as an smaller reporting company as of the last
business day of the Company’s second fiscal quarter." Because the company no longer
appears to be a smaller reporting company, please revise to include, or incorporate by
reference to, three years of Statements of Operations and Comprehensive Income (Loss),
Stockholder Equity (Deficit), and Cash Flows. See Rules 3-02 and 3-04 of Regulation S-
X.
            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.
            Please contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Kerry Burke

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April 19, 2024

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: Benjamin Richie and Jessica Ansart

Re: LanzaTech Global, Inc.

 Post-Effective Amendment No. 3 to Registration Statement on Form S-1

 Filed April 5, 2024

 File No. 333-269735

Dear Ms. Nimitz and Ms. Park:

LanzaTech Global, Inc. (the “Company” or “LanzaTech”) is 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 April 17, 2024 (the “Comment Letter”), with respect to the above-referenced Post-Effective Amendment No. 3 to the Registration Statement on Form S-1, filed on April 5, 2024 (the “Post-Effective Amendment No. 3”).

The Company has filed via EDGAR Post-Effective Amendment No. 4 to Registration Statement on Form S-1 (“Post-Effective Amendment No. 4”), which reflects the Company’s response to the comment received by the Staff.  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 page numbers in Post-Effective Amendment No. 4. Capitalized terms used but not defined herein have the meanings set forth in Post-Effective Amendment No. 4.

Post Effective Amendment on Form S-1, filed April 5, 2024

About This Prospectus, page ii

1.We note your response to comment 1 and reissue the comment in part. We note that references to "PRC" or "China" in your prospectus exclude Hong Kong and Macau. Please revise to clarify that the legal and operational risks associated with operating in China also apply to operations in Hong Kong and Macau. The requested disclosure may appear in the definition itself or in another appropriate discussion of legal and operational risks applicable to the company.

LanzaTech Inc.

8045 Lamon Avenue, Suite 400, Skokie,

Illinois, 60077, UNITED STATES

Tel: +1 847 324 2400

www.lanzatech.com

United States Securities and Exchange Commission April 18, 2024

Page 2

Response to Comment 1: In response to the Staff’s comment, the Company has revised the disclosure on page ii of Post-Effective Amendment No. 4 to indicate that the legal and operational risks associated with operating in China also apply to operations in Hong Kong and Macau.

* * *

Please contact me at (312) 259-9616 with any questions or further comments regarding our responses to your comments.

Sincerely,

/s/ Joseph C. Blasko

Corporate Secretary

LanzaTech Global, Inc.

cc: Jennifer Holmgren, LanzaTech Global, Inc.

 Kerry Burke, Esq,  Covington & Burling LLP

LanzaTech Inc.

8045 Lamon Avenue, Suite 400, Skokie,

Illinois, 60077, UNITED STATES

Tel: +1 847 324 2400

www.lanzatech.com

United States securities and exchange commission logo
April 17, 2024
Jennifer Holmgren
Chief Executive Officer
LanzaTech Global, Inc.
8045 Lamon Avenue, Suite 400
Skokie, IL 60077
Re:LanzaTech Global, Inc.
Post-Effective Amendment No. 3 to Registration Statement on Form S-1
Filed April 5, 2024
File No. 333-269735
Dear Jennifer Holmgren:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 27, 2024 letter.
Post-Effective Amendment No. 3 to the Registration Statement on Form S-1
About This Prospectus, page ii
1.We note your response to comment 1 and reissue the comment in part. We note that
references to "PRC" or "China" in your prospectus exclude Hong Kong and Macau. Please
revise to clarify that the legal and operational risks associated with operating in China also
apply to operations in Hong Kong and Macau. The requested disclosure may appear in
the definition itself or in another appropriate discussion of legal and operational risks
applicable to the company.

 FirstName LastNameJennifer Holmgren
 Comapany NameLanzaTech Global, Inc.
 April 17, 2024 Page 2
 FirstName LastName
Jennifer Holmgren
LanzaTech Global, Inc.
April 17, 2024
Page 2
            Please contact Benjamin Richie at 202-551-7857 or Jessica Ansart at 202-551-4511 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Kerry Burke

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April 5, 2024

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: Benjamin Richie and Jessica Ansart

Re: LanzaTech Global, Inc.

 Post-Effective Amendment No. 2 to Registration Statement on Form S-1

 Filed March 14, 2024

 File No. 333-269735

Dear Ms. Nimitz and Ms. Park:

On behalf of our client, LanzaTech Global, Inc. (the “Company” or “LanzaTech”), 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 March 27, 2024 (the “Comment Letter”), with respect to the above-referenced Post-Effective Amendment No. 2 to the Registration Statement on Form S-1, filed on March 14, 2024 (the “Post-Effective Amendment No. 2”).

The Company has filed via EDGAR Post-Effective Amendment No. 3 to Registration Statement on Form S-1 (“Post-Effective Amendment No. 3”), 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 Post-Effective Amendment No. 3. Capitalized terms used but not defined herein have the meanings set forth in Post-Effective Amendment No. 3.

Post Effective Amendment on Form S-1, filed March 14, 2024

About This Prospectus, page ii

1.    We note that references to “PRC” or “China” in your prospectus exclude Hong Kong and Macau. Please revise to clarify that the legal and operational risks associated with operating in China also apply to operations in Hong Kong and Macau. Please also discuss the laws and regulations in Hong Kong, as applicable to your business, as well as the related risks and consequences. The requested disclosure may appear in the definition itself or in another appropriate discussion of legal and operational risks applicable to the company.

United States Securities and Exchange Commission

April 5, 2024

Page 2

Response to Comment 1: In response to the Staff’s comment, the Company has revised the disclosure on page ii of Post-Effective Amendment No. 3 to indicate that it has no operations in Taiwan, Hong Kong or Macau.

General

2.    We note that since the filing of the Post-Effective Amendment No. 1, filed on December 18, 2023, certain disclosure appearing in the Risk Factor section relating to legal and operational risks associated with operating in China and to PRC regulations has been removed. It is unclear to us that there have been changes in the regulatory environment in the PRC since the Post-Effective Amendment No. 1 filed on December 18, 2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” We do not believe that your revised disclosure conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in prior filings. As examples, and without limitation, we note that your revised disclosure in your Post-Effective Amendment No. 2 does not address the following points from these previous amendments:

•Your disclosure on page 34 regarding your potential inability to protect existing or potential future joint ventures by nominating a non-Chinese director to the board of any such joint venture;

•Your disclosure on page 34 stating that regulations applicable to LanzaTech China Limited, a WFOE, may change as a result of the central Chinese government or local governments imposing new, stricter regulations, or interpretations of existing regulations;

•Your disclosure on page 35 providing further detail regarding the applicability of Chinese regulations and approvals necessary to comply with the DSL;

•Your disclosure on page 36 stating “The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations [...].”;

•Your disclosure on page 36 suggesting that PRC policies and internal rules “may have a retroactive effect”; and

•Your disclosure on page 36 limiting the risk of Chinese government interference and influence at any time to certain locations.

United States Securities and Exchange Commission

April 5, 2024

Page 3

Response to Comment 2: In response to the Staff’s comment, the Company has revised the disclosure on pages 34, 35, and 36 of Post-Effective Amendment No. 3.

* * *

Please contact me at (202) 662-5297 with any questions or further comments regarding our responses to your comments.

Sincerely,

/s/ Kerry S. Burke

Kerry S. Burke

Covington & Burling LLP

cc: Jennifer Holmgren, LanzaTech Global, Inc.

United States securities and exchange commission logo
March 27, 2024
Jennifer Holmgren
Chief Executive Officer
LanzaTech Global, Inc.
8045 Lamon Avenue, Suite 400
Skokie, IL 60077
Re:LanzaTech Global, Inc.
Post-Effective Amendment No. 2 to Registration Statement on Form S-1
Filed March 14, 2024
File No. 333-269735
Dear Jennifer Holmgren:
            We have reviewed your post-effective amendment and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Post Effective Amendment on Form S-1, filed March 14, 2024
About This Prospectus, page ii
1.We note that references to "PRC" or "China" in your prospectus exclude Hong Kong and
Macau. Please revise to clarify that the legal and operational risks associated with
operating in China also apply to operations in Hong Kong and Macau. Please also discuss
the laws and regulations in Hong Kong, as applicable to your business, as well as the
related risks and consequences. The requested disclosure may appear in
the definition itself or in another appropriate discussion of legal and operational risks
applicable to the company.
General
2.We note that since the filing of the Post-Effective Amendment No. 1, filed on December
18, 2023, certain disclosure appearing in the Risk Factor section relating to legal and
operational risks associated with operating in China and to PRC regulations has been
removed. It is unclear to us that there have been changes in the regulatory environment in

 FirstName LastNameJennifer Holmgren
 Comapany NameLanzaTech Global, Inc.
 March 27, 2024 Page 2
 FirstName LastName
Jennifer Holmgren
LanzaTech Global, Inc.
March 27, 2024
Page 2
the PRC since the Post-Effective Amendment No. 1 filed on December 18,
2023, warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities you are registering
for sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.” We do not believe
that your revised disclosure conveys the same risk. Please restore your disclosures in these
areas to the disclosures as they existed in prior filings. As examples, and without
limitation, we note that your revised disclosure in your Post-Effective Amendment No.
2 does not address the following points from these previous amendments:

•Your disclosure on page 34 regarding your potential inability to protect existing or
potential future joint ventures by nominating a non-Chinese director to the board of
any such joint venture;

•Your disclosure on page 34 stating that regulations applicable to LanzaTech China
Limited, a WFOE, may change as a result of the central Chinese government or local
governments imposing new, stricter regulations, or interpretations of existing
regulations;

•Your disclosure on page 35 providing further detail regarding the applicability of
Chinese regulations and approvals necessary to comply with the DSL;

•Your disclosure on page 36 stating "The Chinese government also exercises
significant control over China’s economic growth through allocating resources,
controlling payment of foreign currency-denominated obligations [...].";

•Your disclosure on page 36 suggesting that PRC policies and internal rules "may
have a retroactive effect"; and

•Your disclosure on page 36 limiting the risk of Chinese government interference and
influence at any time to certain locations.

 FirstName LastNameJennifer Holmgren
 Comapany NameLanzaTech Global, Inc.
 March 27, 2024 Page 3
 FirstName LastName
Jennifer Holmgren
LanzaTech Global, Inc.
March 27, 2024
Page 3
            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 Benjamin Richie at 202-551-7857 or Jessica Ansart at 202-551-4511 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Kerry Burke

CORRESP
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Document

May 22, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 Jordan Nimitz

 Jane Park

Re:

 LanzaTech Global, Inc.

 Registration Statement Filed on Form S-1 (the “Registration Statement”)

 File No. 333-269735

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, LanzaTech Global, Inc. (the “Company”) hereby respectfully requests that the effective date for the above-referenced Registration Statement be accelerated to 4:00 p.m., Eastern Time, on May 24, 2023, or as soon as practicable thereafter.

Please contact Kerry S. Burke of Covington & Burling LLP at (202) 662-5297 or kburke@cov.com with any questions you may have regarding this request. In addition, please notify Ms. Burke by telephone when this request for acceleration has been granted.

Respectfully,

LanzaTech Global, Inc.

By: /s/ Geoff Trukenbrod

Name: Geoff Trukenbrod

Title: Chief Financial Officer

cc:

 Kerry S. Burke, Covington & Burling LLP

 Brian K. Rosenzweig, Covington & Burling LLP

CORRESP
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Document

May 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:    Margaret Schwartz and Celeste Murphy

Re: LanzaTech Global, Inc.

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

 Filed March 29, 2023

 File No. 333-269735

Dear Ms. Nimitz and Ms. Park:

On behalf of our client, LanzaTech Global, Inc. (the “Company” or “LanzaTech”), 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 April 11, 2023 (the “Comment Letter”), with respect to the above-referenced Amendment No. 1 to the Registration Statement on Form S-1, filed on March 29, 2023 (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. 2 to Registration Statement on Form S-1, Filed March 29, 2023

Prospectus Summary, page 1

1.We note your revisions in response to our prior comment 2 and reissue. Please disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price in the prospectus summary, risk factors, MD&A and use of proceeds section. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response to Comment 1: In response to the Staff’s comment, the Company has added disclosure on pages 6-7, 49, 51 and 76 of Amendment No. 2.

United States Securities and Exchange Commission

May 5, 2023

Page 2

2.We note your revisions in response to our prior comment 3 and reissue in part. Please disclose the potential profit the selling securityholders will earn based on the current trading price in the Offering Summary, both in the aggregate and on a per share basis.

Response to Comment 2: In response to the Staff’s comment, the Company has added disclosure on pages 8-9 of Amendment No. 2.

3.We note your statement in Footnote 1 of page 9 that you "should not be relied upon for any purpose outside of its illustrative nature." Please remove or revise this statement as you may not disclaim responsibility for the information presented in your registration statement.

Response to Comment 3: In response to the Staff’s comment, the Company has removed the referenced statement in Footnote 1 of page 9 of Amendment No. 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 67

4.We note your response to our prior comment 5 and reissue in part. We note your statement that "The Company does not expect to seek additional capital." However, your risk factor contemplates that you "may require substantial additional financing to fund our operations and complete the development and commercialization of the process technologies that produce each of our products or new aspects of our existing process technologies that produce each of our products . . ." Please discuss the effect of this offering on the company’s ability to raise additional capital.

Response to Comment 4: In response to the Staff’s comment, the Company has added disclosure on pages 10, 19-20, and 76 of Amendment No. 2.

* * *

Please contact me at (202) 662-5297 or Brian K. Rosenzweig at (212) 841-1108 with any questions or further comments regarding our responses to your comments.

Sincerely,

/s/ Kerry S. Burke

Kerry S. Burke

Covington & Burling LLP

cc:    Jennifer Holmgren, LanzaTech Global, Inc.

United States securities and exchange commission logo
April 11, 2023
Jennifer Holmgren
Chief Executive Officer
LanzaTech Global, Inc.
8045 Lamon Avenue, Suite 400
Skokie, Illinois 60077
Re:LanzaTech Global, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 29, 2023
File No. 333-269735
Dear Jennifer Holmgren:
            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 February 27, 2023 letter.
Amendment No. 1 to Form S-1 filed March 29, 2023
Prospectus Summary, page 1
1.We note your revisions in response to our prior comment 2 and reissue. Please disclose
that cash proceeds associated with the exercises of the warrants are dependent on the stock
price in the prospectus summary, risk factors, MD&A and use of proceeds section. As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.
2.We note your revisions in response to our prior comment 3 and reissue in part. Please
disclose the potential profit the selling securityholders will earn based on the current
trading price in the Offering Summary, both in the aggregate and on a per share basis.

 FirstName LastNameJennifer Holmgren
 Comapany NameLanzaTech Global, Inc.
 April 11, 2023 Page 2
 FirstName LastName
Jennifer Holmgren
LanzaTech Global, Inc.
April 11, 2023
Page 2
3.We note your statement in Footnote 1 of page 9 that you "should not be relied upon for
any purpose outside of its illustrative nature." Please remove or revise this statement as
you may not disclaim responsibility for the information presented in your registration
statement.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 67
4.We note your response to our prior comment 5 and reissue in part. We note your statement
that "The Company does not expect to seek additional capital." However, your risk factor
contemplates that you "may require substantial additional financing to fund our operations
and complete the development and commercialization of the process technologies that
produce each of our products or new aspects of our existing process technologies that
produce each of our products . . ." Please discuss the effect of this offering on the
company’s ability to raise additional capital.
            You may contact Jordan Nimitz at 202-551-5831 or Jane Park at 202-551-7439 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Kerry Burke, Esq.

CORRESP
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Document

March 28, 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:    Margaret Schwartz and Celeste Murphy

Re:    LanzaTech Global, Inc.

Registration Statement on Form S-1

Filed February 13, 2023

File No. 333-269735

Dear Ms. Schwartz and Ms. Murphy:

On behalf of our client, LanzaTech Global, Inc. (the “Company” or “LanzaTech”), 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 February 27, 2023 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-1, filed on February 13, 2023 (the “Registration Statement”).

The Company has filed via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”), 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. 1. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1.

Registration Statement on Form S-1, Filed February 13, 2023

Prospectus Summary, page 1

1.For each of the shares being registered for resale, disclose the price that the selling securityholders paid for such shares and securities overlying such shares.

Response to Comment 1: In response to the Staff’s comment, the Company has added disclosure on pages 8-9 of Amendment No. 1.

2.Disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price in the prospectus summary, risk factors, MD&A and use of proceeds section. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response to Comment 2: In response to the Staff’s comment, the Company has added disclosure on page 6 of Amendment No. 1.  The Company respectfully points the Staff to the existing disclosure in the MD&A section on page 49 of Amendment No. 1.

United States Securities and Exchange Commission

March 28, 2023

Page 2

The Company further respectfully advises the Staff that the cash proceeds associated with the exercises of the warrants will not have a material impact on the Company’s liquidity or the ability of the Company to fund its operations on a prospective basis with its current cash on hand.

3.Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors and other selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. We note you disclose that certain selling securityholders may receive up to approximately $14.8 million in the aggregate from sales of their shares, please revise to also address all other selling securityholders as well. Lastly, please include appropriate risk factor disclosure.

Response to Comment 3: In response to the Staff’s comment, the Company has added disclosure on pages 7-9 of Amendment No. 1.

Risk Factors, page 7

4.Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding.

Response to Comment 4: In response to the Staff’s comment, the Company has added disclosure on page 50 of Amendment No. 1.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 66

5.In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

Response to Comment 5: In response to the Staff’s comment, the Company respectfully advises the Staff that there have been no material changes to the Company’s liquidity position since the closing of the business combination.  The Company does not expect to seek additional capital in light of the  number of redemptions that occurred in connection with the closing of the business combination or the unlikelihood that the Company will receive significant proceeds from exercises of the warrants in the near term.

United States Securities and Exchange Commission

March 28, 2023

Page 3

6.Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock.

Response to Comment 6: In response to the Staff’s comment, the Company has added disclosure on page 67 of Amendment No. 1.

7.We note that your forward purchase agreement provides an investor with the right to sell back shares to the company at a fixed price three years after the closing date of the business combination. Please revise to discuss the risks that this agreement may pose to other holders if you are required to buy back the shares of your common stock as described therein, in which case the investor would keep the prepayment amount. We also note that the investor is entitled to certain consideration at the end of the three-year term. Discuss how such forced purchases and this other required consideration would impact the cash you have available for other purposes and to execute your business strategy.

Response to Comment 7: In response to the Staff’s comment, the Company has added disclosure on pages 50 and 76 of Amendment No. 1.

General

8.Please conform the disclosures in your Form S-1, related to your operations in China, with the disclosures in your amended Form S-4 (File No. 333-264811), taking into consideration our comment 6 in our letter dated November 27, 2022.

Response to Comment 8: In response to the Staff’s comment, the Company has added disclosure on the cover page and pages 1-3 of Amendment No. 1.

* * *

Please contact me at (202) 662-5297 or Brian K. Rosenzweig at (212) 841-1108 with any questions or further comments regarding our responses to your comments.

Sincerely,

/s/ Kerry S. Burke

Kerry S. Burke

Covington & Burling LLP

cc:    Jennifer Holmgren, LanzaTech Global, Inc.

United States securities and exchange commission logo
February 27, 2023
Jennifer Holmgren
Chief Executive Officer
LanzaTech Global, Inc.
8045 Lamon Avenue, Suite 400
Skokie, Illinois 60077
Re:LanzaTech Global, Inc.
Registration Statement on Form S-1
Filed February 13, 2023
File No. 333-269735
Dear Jennifer Holmgren:
            We have limited our review of your registration statement to those issues we have
addressed in our 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-1, Filed February 13, 2023
Prospectus Summary, page 1
1.For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares and securities overlying such shares.
2.Disclose that cash proceeds associated with the exercises of the warrants are dependent on
the stock price in the prospectus summary, risk factors, MD&A and use of proceeds
section. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
3.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading

 FirstName LastNameJennifer Holmgren
 Comapany NameLanzaTech Global, Inc.
 February 27, 2023 Page 2
 FirstName LastNameJennifer Holmgren
LanzaTech Global, Inc.
February 27, 2023
Page 2
price, the prices that the Sponsor, private placement investors, PIPE investors and other
selling securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Please also disclose the potential profit
the selling securityholders will earn based on the current trading price. We note you
disclose that certain selling securityholders may receive up to approximately $14.8 million
in the aggregate from sales of their shares, please revise to also address all other selling
securityholders as well. Lastly, please include appropriate risk factor disclosure.
Risk Factors, page 7
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 66
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
7.We note that your forward purchase agreement provides an investor with the right to sell
back shares to the company at a fixed price three years after the closing date of the
business combination. Please revise to discuss the risks that this agreement may pose to
other holders if you are required to buy back the shares of your common stock as
described therein, in which case the investor would keep the prepayment amount. We also
note that the investor is entitled to certain consideration at the end of the three-year term.
Discuss how such forced purchases and this other required consideration would impact the
cash you have available for other purposes and to execute your business strategy.
General
8.Please conform the disclosures in your Form S-1, related to your operations in China, with
the disclosures in your amended Form S-4 (File No. 333-264811), taking into
consideration our comment 6 in our letter dated November 27, 2022.

 FirstName LastNameJennifer Holmgren
 Comapany NameLanzaTech Global, Inc.
 February 27, 2023 Page 3
 FirstName LastName
Jennifer Holmgren
LanzaTech Global, Inc.
February 27, 2023
Page 3
            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.
            Please contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Kerry Burke, Esq.

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AMCI Acquisition Corp. II

600 Steamboat Road

Greenwich, Connecticut 06830

January 11, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dillon Hagius and Laura Crotty

    Re:
    AMCI Acquisition Corp. II

Registration Statement on Form S-4

File No. 333-264811

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, AMCI Acquisition Corp. II (the “Company”) hereby requests acceleration of the effective date
of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on January 11, 2023, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, White & Case LLP, request by telephone that such Registration Statement
be declared effective.

Please contact Elliott Smith of White &
Case LLP at (212) 819-7644, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns
regarding this matter.

    Sincerely,

    /s/ Nimesh Patel

    Nimesh Patel

    Chief Executive Officer

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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

    2

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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

    2

United States securities and exchange commission logo
January 4, 2023
Nimesh Patel
Chief Executive Officer
AMCI Acquisition Corp. II
600 Steamboat Road
Greenwich, Connecticut 06830
Re:AMCI Acquisition Corp. II
Amendment No. 5 to Registration Statement on Form S-4
Filed January 3, 2023
File No. 333-264811
Dear Nimesh Patel:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
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.

 FirstName LastNameNimesh Patel
 Comapany NameAMCI Acquisition Corp. II
 January 4, 2023 Page 2
 FirstName LastName
Nimesh Patel
AMCI Acquisition Corp. II
January 4, 2023
Page 2
            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,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Elliott Smith

CORRESP
1
filename1.htm

  December 22, 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. 3 to Registration Statement on Form S-4

  Filed December 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
December 19, 2022 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4,
filed on December 12, 2022 (the “Registration Statement”).

The Company has filed via
EDGAR Amendment No. 4 to the Registration Statement (“Amendment No. 4”), 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. 4. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 4.

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.

United States Securities and Exchange Commission

 December 22, 2022

Response: The
Company acknowledges the Staff’s comment and respectively submits that while it has not yet entered into any non-redemption or similar
agreements or arrangements as of the date hereof, to the extent that it does enter into any such agreements for after effectiveness
of the Registration Statement, it intends to fully disclose such arrangements on an appropriate form on EDGAR for stockholders to consider
in advance of the Special Meeting. In connection with such disclosure, the Company may determine to adjourn or postpone the Special Meeting
to allow time for consideration of such agreement. In order to clarify the above, the Company has added disclosure on page 174
of Amendment No. 4.

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.

Response: In response to the Staff’s
comment, the Company has added disclosure on page 248 of Amendment No. 4 and filed the Note Purchase Agreement as
Exhibit 10.43 to Amendment No. 4.

* * *

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

    2

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.

 FirstName LastNameNimesh Patel
 Comapany NameAMCI Acquisition Corp. II
 December 19, 2022 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Elliott Smith

CORRESP
1
filename1.htm

                                                                     December 12, 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. 2 to Registration Statement on Form S-4

   Filed November 14, 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 27, 2022 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4,
filed on November 14, 2022 (the “Registration Statement”).

The Company has filed via
EDGAR Amendment No. 3 to the Registration Statement (“Amendment No. 3”), 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. 3. Capitalized terms used but not defined herein have the meanings set forth
in Amendment No. 3.

Amendment No. 2 to Registration Statement
on Form S-4

Political and economic uncertainty, including changes in policies
of the Chinese government. . ., page 69

 1. We note your response to comment 10 and re-issue in part. Please revise to clarify the current relationship
between Sinopec Capital and China Petroleum & Chemical Corporation. Your disclosure that Sinopec Capital is a Chinese investment
platform that was jointly established in 2018 by Sinopec Group and Sinopec Corp. does not explain the current relationship between the
parties.

Response:
Based on a Form 6-K filed by China Petroleum & Chemical Corporation in August 2022, China Petroleum & Chemical Corporation held,
directly or indirectly, 49% of the equity/voting rights of Sinopec Capital. In response to the Staff’s comment, the Company has
added disclosure on page [75] of Amendment No. 3. The Company has no additional information regarding the relationship between Sinopec
Capital and China Petroleum & Chemical Corporation.

United States Securities
and Exchange Commission

December 12,
2022

Background of the Business Combination, page 110

 2. We note your response to comment 5 and re-issue in part. In the "Background of the Business Combination"
section, please explain how you came to enter into the Brookfield Framework Agreement on October 2, 2022. We note that many of the
details provided in your correspondence are not provided in the filing itself.

Response:
In response to the Staff’s comment, the Company has added disclosure on pages 133-134 of Amendment No. 3.

Resignations and Fee Waivers of the Advisors,
page 118

 3. We note your response to comment 7 and your revised disclosure on page 121 that, "[i]n general,
no substantive disclosure comments were received on behalf of the Advisors after the last date of resignation." Please revise to
clarify whether the Advisors provided any comments about this proxy statement/prospectus after their respective last dates of resignation.
If so, please specify which Advisor(s) provided those comments and the nature and timing of those comments.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 133-134 of Amendment No. 3.
The Company respectfully acknowledges the Staff’s comment and, as set forth below, advises the Staff regarding the nature and
timing of any comments received from counsel to the Advisors after the Company received Goldman Sachs’s notice of resignation
on May 6, 2022. The Company is setting forth such comments as of such date because these comments were provided by counsel to
the Advisors on behalf of the Advisors as a whole, none of such comments were attributed to any particular Advisor, and neither the
Company nor LanzaTech has any insight into whether any such comments were specifically provided by any particular Advisor (as
opposed to counsel to the Advisors).

In addition to the comments from counsel
to the Advisors clarifying the circumstances of Goldman Sachs’s resignation and its disassociation with the disclosure in the Registration
Statement as a result of its resignation, which comments are discussed on page 131 of Amendment No. 3, the Company received
the following comments from counsel to the Advisors:

 ● On
                                            June 14, 2022, in preparation for the filing of amendment no. 1 to the Registration
                                            Statement, counsel to the Advisors provided comments to the “Information about LanzaTech”
                                            section of the Registration Statement on behalf of the Advisors aimed at enhancing the disclosure
                                            about LanzaTech’s business after the Advisors and counsel conducted informational sessions
                                            with LanzaTech management.

 ● On June 24, 2022 and July 1, 2022, counsel to the Advisors provided further comments to
                                                                                                                                                      the “Risk Factors” section of the Registration Statement on behalf of the Advisors aimed at clarifying the
                                                                                                                                                      reliance of LanzaTech on the projects of its industry partners as a result of due diligence that Barclays and Evercore performed on
                                                                                                                                                      LanzaTech.

    2

United States Securities
and Exchange Commission

December 12,
2022

 ● On September 27, 2022 and September 28, 2022, counsel to the Advisors provided further comments
to the Registration Statement regarding the disclosure relating to various redemption scenarios, the outside date in the Merger Agreement,
LanzaTech’s patents, the circumstances surrounding the Company’s efforts to raise the “Proposed Additional Financing”
(as disclosed in the Registration Statement) and COVID-19.

Except as set forth above, neither
the Advisors nor counsel to the Advisors provided any comments to the disclosure set forth in the Registration Statement after
Evercore provided the Company with its notice of resignation on September 27, 2022 or after Barclays resigned as an Advisor on
September 30, 2022. However (and as set forth in Amendment No. 3), all drafts of the amendments to the Registration
Statement have been provided to counsel to the Advisors, and counsel to the Advisors has not expressed any disagreement with the
disclosure in the Registration Statement, as amended.

The list of comments received from counsel
to the Advisors set forth above omits any comments provided for correction of typographical or grammatical errors, stylistic preferences
and conforming changes to make the disclosure in the Registration Statement internally consistent.

Beneficial Ownership of Securities, page 267

 4. We reissue prior comment 11 with respect to two of your Anchor Investors, namely Shaolin Capital Management,
LLC and Aristeia Capital, LLC.

Response:
In response to the Staff’s comment, the Company has added disclosure on page 301 of Amendment No. 3.

LanzaJet Shareholder Loan, page 292

 5. We note your disclosure that you entered into a Note Purchase Agreement on November 9, 2022. Please
file this Agreement as an exhibit to the registration statement. Alternatively, provide an analysis supporting your belief that such filing
is not required. Refer to Item 601 of Regulation S-K. Moreover, please update the "Background of the Business Combination" section
to explain how you came to enter into the Note Purchase Agreement.

Response:
The Company respectfully advises the Staff that it considered the provisions of Item 601 of Regulation S-K in evaluating whether the filing of the Note Purchase Agreement would be appropriate.
Item 601(b)(10)(i)(A) of Regulation S-K requires the filing of “[e]very contract not made in the ordinary course of business that
is material to the registrant” and that is to be performed in whole or in part after the applicable filing. LanzaTech does not believe
the Note Purchase Agreement is material to it, and does not believe it will be material to New LanzaTech, based on the aggregate amount
of notes that LanzaTech committed to purchase under the agreement and the fact that the terms of the agreement do not materially restrict
or otherwise impact LanzaTech’s operations. In light of the foregoing, the Company respectfully submits that the Note Purchase Agreement
is not required to be filed as an exhibit to the Registration Statement.

In response to the Staff’s comment, the Company has added
disclosure on page 134 of Amendment No. 3 to explain how LanzaTech came to enter into the Note Purchase Agreement.

    3

United States Securities
and Exchange Commission

December 12,
2022

General

 6. We note your response to prior comment 16. Based on your disclosures and responses, we are unable to
conclude that a majority of LanzaTech's current commercial operations are located outside of China. Accordingly, please revise your registration
statement to address each of the comments from the Division of Corporation Finance’s Sample Letter to China-Based Companies issued
by the Staff in December 2021. To the extent you do not believe one or more of the comments is applicable, please explain why such
is the case in your response letter.

Response: In response to the Staff’s comment, the Company has added and amended disclosure in Amendment No. 3 as described below.

With respect
to Comments 1–4 from the Division of Corporation Finance’s Sample Letter to China-Based Companies issued by the Staff in December
2021 (“Sample Letter”), the Company has added disclosure on the cover page. With respect to Comments 5, 7–9, 12, 14
and 15 from the Sample Letter, the Company has added disclosure on pages 30-32, 45, and 76-77, respectively.

With respect to Comments 2, 11 and 13 from the Sample Letter, the Company further respectfully advises the
Staff that LanzaTech’s auditor is not subject to the determinations announced by the PCAOB on December 16, 2021, and that the Holding
Foreign Companies Accountable Act and related regulations are not applicable to LanzaTech.

With respect to Comment 5 from the
Sample Letter, the Company further respectfully advises the Staff that LanzaTech employs a licensing business model whereby its
customers develop, fund, construct and operate commercial scale facilities that use LanzaTech’s technology, and in return,
LanzaTech is paid a royalty fee based on the revenue generated by the customer from the use of its technology. The VIE structure of
the Shougang Joint Venture was implemented to effectuate the intellectual property licensing arrangement between LanzaTech and the
Shougang Joint Venture, since the Shougang Joint Venture holds a controlling interest in the entities that operate, and sublicenses
the intellectual property to, the three commercial scale facilities in China that use LanzaTech’s technology. The VIE
structure is not intended to provide investors with exposure to foreign investment in China-based companies where Chinese law
prohibits direct foreign investment in the operating companies. Although LanzaTech has a minority ownership interest in the VIE, it
does not desire to own or operate the underlying commercial scale facilities. LanzaTech’s primary focus in connection with the
Shougang Joint Venture is the contractual licensing arrangements and the royalties related thereto, rather than direct ownership of
the underlying commercial scale facilities. This licensing model is not substantially different from the licensing arrangements used
by LanzaTech in connection with the rest of its business model worldwide. As such, the Company respectfully advises the staff that
disclosure regarding how and why contractual arrangements may be less effective than direct ownership would be inapplicable to
LanzaTech. Additionally, and for clarity, the Shougang Joint Venture is an unconsolidated VIE, rather than a consolidated VIE.

With
respect to Comment 6 from the Sample Letter, the Company respectfully advises the Staff that LanzaTech holds its equity interests in the
Shougang Joint Venture, a VIE, through LanzaTech Hong Kong Limited, a limited liability company organized in Hong Kong. Because LanzaTech
Hong Kong Limited is not a WFOE organized under the laws of the PRC, this comment is not applicable to LanzaTech as LanzaTech’s
interest in the VIE is not held by a WFOE. As noted above, the Shougang Joint Venture is also not a consolidated VIE.

With respect to Comments
7 and 14 from the Sample Letter, the Company respectfully advises the Staff that because LanzaTech is incorporated and headquartered in
the United States and because the Business Combination does not involve an offer of LanzaTech’s securities in China, LanzaTech does
not believe that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers would significantly limit or completely hinder LanzaTech’s ability to offer securities
to investors or cause the value of such securities to significantly decline or be worthless.

With respect to Comment 10 from the Sample
Letter, the Company respectfully advises the Staff that LanzaTech does not currently consolidate any VIEs and therefore that this comment
is not applicable to LanzaTech.

* * *

Please do not hesitate to
contact Elliott Smith at (212) 819-7644 of White & Case LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ White & Case LLP

    White & Case LLP

 cc: Nimesh Patel, AMCI Acquisition Corp. II

    4

United States securities and exchange commission logo
November 27, 2022
Nimesh Patel
Chief Executive Officer
AMCI Acquisition Corp. II
600 Steamboat Road
Greenwich, Connecticut 06830
Re:AMCI Acquisition Corp. II
Amendment No. 2 to Registration Statement on Form S-4
Filed November 14, 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 in our November 4, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Political and economic uncertainty, including changes in policies of the Chinese government. . .,
page 69
1.We note your response to comment 10 and re-issue in part.  Please revise to clarify the
current relationship between Sinopec Capital and China Petroleum & Chemical
Corporation.  Your disclosure that Sinopec Capital is a Chinese investment platform that
was jointly established in 2018 by Sinopec Group and Sinopec Corp. does not explain the
current relationship between the parties.

 FirstName LastNameNimesh Patel
 Comapany NameAMCI Acquisition Corp. II
 November 27, 2022 Page 2
 FirstName LastName
Nimesh Patel
AMCI Acquisition Corp. II
November 27, 2022
Page 2
Background of the Business Combination, page 110
2.We note your response to comment 5 and re-issue in part.  In the "Background of the
Business Combination" section, please explain how you came to enter into the Brookfield
Framework Agreement on October 2, 2022.  We note that many of the details provided in
your correspondence are not provided in the filing itself.
Resignations and Fee Waivers of the Advisors, page 120
3.We note your response to comment 7 and your revised disclosure on page 121 that, "[i]n
general, no substantive disclosure comments were received on behalf of the Advisors after
the last date of resignation."  Please revise to clarify whether the Advisors provided
any comments about this proxy statement/prospectus after their respective last dates of
resignation.  If so, please specify which Advisor(s) provided those comments and the
nature and timing of those comments.
Beneficial Ownership of Securities, page 267
4.We reissue prior comment 11 with respect to two of your Anchor Investors, namely
Shaolin Capital Management, LLC and Aristeia Capital, LLC.
LanzaJet Shareholder Loan, page 292
5.We note your disclosure that you entered into a Note Purchase Agreement on November
9, 2022.  Please file this Agreement as an exhibit to the registration
statement.  Alternatively, provide an analysis supporting your belief that such filing is not
required.  Refer to Item 601 of Regulation S-K.  Moreover, please update the
"Background of the Business Combination" section to explain how you came to enter into
the Note Purchase Agreement.
General
6.We note your response to prior comment 16.  Based on your disclosures and responses,
we are unable to conclude that a majority of LanzaTech's current commercial operations
are located outside of China.  Accordingly, please revise your registration statement to
address each of the comments from the Division of Corporation Finance’s Sample Letter
to China-Based Companies issued by the Staff in December 2021. To the extent you do
not believe one or more of the comments is applicable, please explain why such is the case
in your response letter.

 FirstName LastNameNimesh Patel
 Comapany NameAMCI Acquisition Corp. II
 November 27, 2022 Page 3
 FirstName LastName
Nimesh Patel
AMCI Acquisition Corp. II
November 27, 2022
Page 3
            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,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Elliott Smith

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

United States securities and exchange commission logo
November 4, 2022
Nimesh Patel
Chief Executive Officer
AMCI Acquisition Corp. II
600 Steamboat Road
Greenwich, Connecticut 06830
Re:AMCI Acquisition Corp. II
Amendment No. 1 to Registration Statement on Form S-4
Filed October 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 in our June 9, 2022 letter.
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.

 FirstName LastNameNimesh Patel
 Comapany NameAMCI Acquisition Corp. II
 November 4, 2022 Page 2
 FirstName LastName
Nimesh Patel
AMCI Acquisition Corp. II
November 4, 2022
Page 2
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.
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.
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.
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.
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.

 FirstName LastNameNimesh Patel
 Comapany NameAMCI Acquisition Corp. II
 November 4, 2022 Page 3
 FirstName LastName
Nimesh Patel
AMCI Acquisition Corp. II
November 4, 2022
Page 3
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.
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.
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.
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.

 FirstName LastNameNimesh Patel
 Comapany NameAMCI Acquisition Corp. II
 November 4, 2022 Page 4
 FirstName LastName
Nimesh Patel
AMCI Acquisition Corp. II
November 4, 2022
Page 4
Beneficial Ownership of Securities, page 267
11.Please identify in footnotes to the table all natural persons who have voting and/or
investment power over the shares held by: (1) Apollo Capital Management L.P.; (2)
Adage Capital Partners, L.P.; (3) Shaolin Capital Management, LLC; and (4) Aristeia
Capital, LLC.
Lanzatech NZ, Inc. Consolidated Financial Statements for the Years Ended December 31, 2021
and 2020 (restated)
Note 2. Summary of Significant Accounting Policies, Restatement, page F-67
12.Revise to quantify each individual error discussed on page F-68.  In addition, the effects
of the correction of the errors noted above on the relevant financial statement line items
beginning on F-69 should be individually quantified for each material error.
13.Regarding the errors in the Company’s recorded share of LanzaJet losses for the years
ended 2021 and 2020, revise to describe the nature of the adjustments made by LanzaJet
to its financial statements for the years ended December 31, 2021 and 2020.
Note 5. Investments, page F-96
14.We reference the disclosure on page F-81 that you determined your licensing arrangement
with LanzaJet should have been accounted for as a transaction with a customer within the
scope of Accounting Standards Codification 606 — Revenue from contracts with
customers rather than akin to an operating lease under Accounting Standards Codification
842, Leases.  Please revise to disclose the terms of the licensing arrangement that you
considered and how you concluded that accounting for the arrangement under ASC 606 is
appropriate.
Exhibits and Financial Statement Schedules, page II-2
15.We note your response to comment 42 and re-issue in part.  For each exhibit
that contains confidential information that has been redacted in accordance with
Regulation S-K Item 601(b), please include a prominent statement on the first page of
each redacted exhibit that certain identified information has been excluded from the
exhibit because it is both not material and is the type that you treat as private or
confidential.
General
16.We note your response to our prior comments 13 and 32.  Based on these responses and
your current disclosure, it appears to us that a majority of LanzaTech's current commercial
operations are located in China.  For instance, it appears that the six projects under
development in Belgium, the United States, China, Japan, Canada, and India are not
material to LanzaTech’s current operations.  In this regard, we also note your response
that the ArcelorMittal steel mill in Ghent, Belgium is currently under construction.  We

 FirstName LastNameNimesh Patel
 Comapany NameAMCI Acquisition Corp. II
 November 4, 2022 Page 5
 FirstName LastNameNimesh Patel
AMCI Acquisition Corp. II
November 4, 2022
Page 5
also note the following disclosure on page 75: "While we are headquartered in the United
States and our executive team sits in Chicago, Illinois, we have significant business
operations in China.  This includes a minority ownership stake in a joint venture, several
strategic investors located in China, including Sinopec, and a core team of technical,
business and administrative professionals at a LanzaTech office in Shanghai,
which support the ongoing operations and further growth of the business in China.  We
license our technology in China, and our low carbon ethanol is currently being produced
at three commercial scale facilities operated by our partners using our process technology,
which, in addition to its use as fuel, is transported and processed for use in consumer
products. Meanwhile, several additional facilities are being engineered and constructed."

In light of the above, please either provide a detailed analysis, discussing both quantitative
and qualitative factors, supporting your determination that LanzaTech does not have a
majority of its current operations in China, or revise your registration statement to address
each of the comments from the Division of Corporation Finance’s Sample Letter to China-
Based Companies issued by the Staff in December 2021.  To the extent you do not believe
a comment is applicable, please explain why such is the case in your response letter.
17.We note your response to comment 53.  Please additionally provide us with the February
19, 2021 engagement letter between Barclays and LanzaTech in which LanzaTech
engaged Barclays to act as its financial advisor and capital markets advisor in connection
with the possible sale of LanzaTech’s business to a SPAC.
18.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person.  Please also tell us
whether anyone or any entity associated with or otherwise involved in the transaction, is,
is controlled by, or has substantial ties with a non-U.S. person.  If so, please revise your
filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination.  For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.  Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate.  Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.

 FirstName LastNameNimesh Patel
 Comapany NameAMCI Acquisition Corp. II
 November 4, 2022 Page 6
 FirstName LastName
Nimesh Patel
AMCI Acquisition Corp. II
November 4, 2022
Page 6
            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,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Elliott Smith

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CORRESP
1
filename1.htm

October 11, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

 Attn: Dillon Hagius

                                                                                Laura Crotty

Re: AMCI Acquisition Corp. II

  Registration Statement on Form S-4

  Filed May 10, 2022

  File No. 333-264811

Dear Mr. Hagius / 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
June 9, 2022 (the “Comment Letter”), with  respect to the above-referenced Registration
Statement on Form S-4, filed on May 10, 2022 (the “Registration Statement”).

The Company has filed via
EDGAR Amendment No.1 to the Registration Statement (“Amendment No.1”), 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.1. Capitalized terms used but not defined herein have the meanings set forth in Amendment No.1.

Registration Statement on Form S-4 filed
May 10, 2022

General

 1. Please disclose the maximum
                                            redemption level, expressed as a percentage, that would permit completion of the business
                                            combination both on the cover page and where discussed throughout the filing, including,
                                            but not limited to, in relation to the tables on pages 12, 14 and 15. We note your disclosure
                                            on page 153 to this effect.

Response:
In response to the Staff’s comment, the Company has added disclosure on the cover page and pages 13,  17, 41, 93, 144, 187,
188 and 285 of Amendment No. 1 to show the maximum redemption level.

    United States Securities and Exchange Commission

    October 11, 2022

 2. Please
                                            identify the PIPE Investors on an individual basis where the term is first used and defined.
                                            Specifically identify those investors that are existing LanzaTech stockholders and describe
                                            other relationships or affiliations with AMCI, LanzaTech, and the Sponsor. Please also identify
                                            the PIPE Investor that has a SAFE Note with LanzaTech. If and when the Proposed Additional
                                            Financing is in place, please provide a description of the material terms of such financing,
                                            including the identit(ies) of the parties involved and their relationships
                                            or affiliations, if any, with AMCI, LanzaTech, and the Sponsor.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page. If and when the Proposed
Additional Financing is in place, the Company will provide a description of the material terms of such financing.

Questions and Answers about the Business Combination
and the Special Meeting

How will I be notified of the outcome of LanzaTech’s
stockholder vote to approve the Business Combination?, page 13

 3. Please revise the above referenced
                                            Q&A to clearly disclose:

• how AMCI shareholders will
be notified of the outcome of the LanzaTech’s stockholder vote regarding the business combination;

• that AMCI may terminate
the agreement if the LanzaTech Requisite Approval is not obtained within ten business days following the effectiveness of this registration
statement; and

•
the percentage of each class of LanzaTech shares that must vote in favor of the transaction, in addition to those shares
already committed under the LanzaTech Stockholder Support Agreement, in order to satisfy the LanzaTech Requisite Approval requirement.
Note the related risk factor on page 81 should also disclose these percentages.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 14 and 104 of Amendment No. 1.

What happens to the funds deposited in the
Trust Account after consummation of the Business Combination?, page 14

 4. Please revise this Q&A to
                                            identify the underwriters that are entitled to the deferred underwriting commission of $5,250,000.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 15 of Amendment No. 1.

How will the level of redemptions by AMCI
Stockholders affect my ownership in New LanzaTech following the Closing?, page 15

 5. Revise your disclosure to show
                                            the potential impact of redemptions on the per share value of the shares owned by non-redeeming
                                            shareholders by including a sensitivity analysis showing a range of redemption scenarios,
                                            including minimum, maximum and multiple interim redemption levels.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 16, 17 and 93 of Amendment
No. 1.

    2

    United States Securities and Exchange Commission

    October 11, 2022

What interests do the Sponsor and AMCI’s current
officers and directors have in the Business Combination?, page 20

 6. Please quantify the out-of-pocket
                                            expenses and loans that are at risk if the business combination does not occur and provide
                                            more specificity about how the board considered the potential conflicts listed in this section
                                            when negotiating and recommending the business combination. Similarly revise the conflicts
                                            disclosure on pages 35, 68, and 109.

Response:
In response to the Staff’s comment, the Company has added disclosures on pages 24, 39, 80 and 142 of Amendment
No. 1.

 7. We note your disclosure on page 21
                                            that the AMCI Insiders have waived any right to redemption with respect to the founder shares.
                                            Please describe any consideration provided in exchange for this agreement.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 23, 38, 80 and 142 of Amendment
No. 1.

 8. Please disclose which of your
                                            independent directors are members of the Sponsor. Similarly revise the conflicts disclosure
                                            on pages 35, 68, and 109.

Response:
In response to the Staff’s comment, the Company has revised disclosures on pages 24, 39, 80 and 142 of Amendment
No. 1.

Summary of the Proxy Statement/Prospectus
Information About the Parties to the Business Combination, page 27

 9. Please provide additional information
                                            about LanzaTech in the Summary section, including a discussion of the stage of development
                                            of its Platform Technology and products, its history of net losses, accumulated deficit,
                                            and its expectations around revenue generation. As currently drafted, shareholders are provided
                                            with little information regarding the business history or prospects of the target business,
                                            which is material to a decision of how to vote in relation to the proposed business combination.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 29 and 30 of Amendment No. 1.

Interests of AMCI’s Directors and Officers
in the Business Combination, page 35

 10. Please confirm that the conflicts
                                            of interest discussion highlights all material interests in the transaction held by the sponsor
                                            and the company’s officers and directors. This could include fiduciary or contractual
                                            obligations to other entities as well as any interest in, or affiliation with, the target
                                            company. In addition, please revise your disclosure to clarify how the board considered those
                                            conflicts in negotiating and recommending the business combination.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 22, 23, 37, 38, 79 and 141 of
Amendment No. 1.

    3

    United States Securities and Exchange Commission

    October 11, 2022

Risk Factors

Risks Related to LanzaTech’s Business
and Industry

Our financial projections may differ materially
from actual results., page 50

 11. Please revise your statement
                                            that “[n]either we nor AMCI have any duty to update the financial projections included
                                            in this proxy statement/prospectus” to confirm that you will update or revise such disclosure
                                            to the extent required by law.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 57 of Amendment No. 1.

We expect to rely on a limited number of industry
partners for a significant portion of our near-term revenue., page 56

 12. Please identify the industry
                                            partners from which you expect to generate “most of your revenues in the near future.”
                                            Confirm that this assumption was included in LanzaTech’s internally prepared forecasts, which
                                            you discuss on page 105, and specify how you define the term “near future”
                                            in the context of these projections, the latter of which we note include each of the years
                                            in the five-year period ending December 31, 2026.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the industry partners referenced in the
Registration Statement from which LanzaTech expects to generate most of its revenues in the near future include Suncor Energy
Inc., IndianOil Corporation Limited, Mitsui & Co., Ltd., Sekisui Chemical
Co., Ltd. ArcelorMittal XCarb S.à.r.l., Woodside Energy, MRPL, and Beijing Shougang LanzaTech Technology Co., Ltd. The Company respectfully confirms that LanzaTech
included this assumption in its internally prepared forecasts. In the context of such forecasts and projections, the Company
respectfully advises the Staff that the term “near future” relates to the projections and forecasts through
December 31, 2023.

In response to the Staff’s comment,
the Company has revised the disclosure on page 63 of Amendment No. 1.

Political and economic uncertainty, including
changes in policies of the Chinese government or in relations between China..., page 63

 13. We
                                            note the above entitled risk factor discussing your operations in China, your joint venture
                                            and your joint venture partners in China, and certain of your strategic investors located
                                            in China, including Sinopec Capital Co, Ltd. Please revise your filing, as applicable,
                                            to provide more specific and prominent disclosures about the legal and operational risks
                                            associated with China-based companies or explain why such comments are not
                                            applicable to the company. Please see the Division of Corporation Finance’s Sample Letter
                                            to China-Based Companies issued by the Staff in December 2021 for the issues to be considered
                                            and addressed.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that LanzaTech is not a China-based company.
LanzaTech is headquartered in the United States and its executive team sits in Chicago, Illinois with a stake in a Chinese
joint venture and some employees located in China. Though the first three plants operated by LanzaTech’s partners to commence
operations using LanzaTech’s technology are located in China, LanzaTech has worked with its partners to enable numerous
projects under construction using LanzaTech’s process technology in other locations including the United States, Belgium,
Canada, Japan and India. Additionally, LanzaTech has projects in various stages of development in the United Kingdom, India,
Portugal, the Netherlands, Italy, Sweden and Australia. LanzaTech was founded and headquartered in New Zealand until 2014 when
LanzaTech relocated to its current headquarters in Chicago. Accordingly, the Company respectfully advises the Staff that the Company
does not believe that the legal and operational risks associated with China-based companies are materially applicable to
LanzaTech’s business or that such risks are significantly different from risks facing many other U.S.-based companies with
partnerships or other operations in China. Because LanzaTech does business in China and has a joint venture and other partners
located in China, the Company has revised the disclosure on pages 72-73 of Amendment No. 1 in response to the
Staff’s comment.

    4

    United States Securities and Exchange Commission

    October 11, 2022

Some of our intellectual property may be subject
to federal regulation such as march-in rights..., page 66

 14. Please revise to identify which
                                            of your intellectual property rights is or may be subject to march-in rights connected to
                                            grants from U.S. government agencies. Please also provide disclosure to this effect in the
                                            Business section, where appropriate.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 77 and 231 of Amendment No. 1.

Risks Related to AMCI and the Business Combination,
page 68

 15. Please highlight the material
                                            risks to public warrant holders, if any, arising from the differences between private warrants,
                                            LanzaTech Warrants, and public warrants.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 87-88 of Amendment No. 1.

 16. Your current charter limits
                                            the application of the doctrine of corporate opportunity under certain circumstances. Please
                                            address this potential conflict of interest in a separate risk factor and indicate whether
                                            it impacted your search for an acquisition target.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 86 of Amendment No. 1.

Our warrant agreement designates the courts
of the State of New York or the United States District Court for

EvERCORE
Office of the Secretary
United States Securities and Exchange Commission
100 F Street
Washington, DC 20549
Ladies and Gentlemen: October 5, 2022
We write regarding the registration statement {File No. 333-264811) (the "Registration Statement")
of AMCI Acquisition Corp. II (the "Issuer") concerning a proposed business combination (the
"Transaction") between the Issuer and Lanza Tech NZ, Inc. As of the date hereof, the Registration
Statement has not yet been declared effective.
This correspondence is to advise you that, effective as of September 29, 2022, Evercore Group L.L.C.
has resigned from and ceased or refused to act in any capacity, role or relationship as contemplated
under its agreements with the Issuer or any other capacity, role or relationship in connection with
the Transaction or as otherwise described in any registration statement relating to the Transaction
filed with the U.S. Securities and Exchange Commission ("SEC"). We further advise you that
pursuant to Section 11(b}{l) of the U.S. Securities Act of 1933, as amended (the "Securities Act"),
our firm will not be responsible for any portion of any registration statement filed with the SEC in
connection with, or relating to, the Transaction, including any amendments thereto, or any other
disclosure filed with a regulatory authority, including the SEC, by any party to the Transaction or
otherwise made in connection with the Transaction.
Please see enclosed the Termination Letter between Evercore Group L.L.C. and the Issuer.
Please be advised that nothing herein is intended to constitute an acknowledgment or admission,
and we expressly deny, that we have been or are an underwriter (within the meaning of
Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereunder) with
respect to the Transaction.
Sincerely,
Evercore Group L.L.C.
Kenneth Masotti
Chief Legal Officer
Evercore Group L.L.C.
55 East 52nd Street
New York, NY 10055
cc: Laura Crotty, SEC Examiner
F'.V,RCORE 55 EA,T 52NDS·rnEn NrcwYoRK, NY 10055 TEL: 212.857.3100 FAX: 212.857.3101

United States securities and exchange commission logo
June 9, 2022
Nimesh Patel
Chief Executive Officer
AMCI Acquisition Corp. II
600 Steamboat Road
Greenwich, Connecticut 06830
Re:AMCI Acquisition Corp. II
Registration Statement on Form S-4
Filed May 10, 2022
File No. 333-264811
Dear Mr. Patel:
            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 May 10, 2022
Cover Page
1.Please disclose the maximum redemption level, expressed as a percentage, that would
permit completion of the business combination both on the cover page and where
discussed throughout the filing, including, but not limited to, in relation to the tables on
pages 12, 14 and 15.  We note your disclosure on page 153 to this effect.
2.Please identify the PIPE Investors on an individual basis where the term is first used and
defined.  Specifically identify those investors that are existing LanzaTech stockholders
and describe other relationships or affiliations with AMCI, LanzaTech, and the Sponsor.
Please also identify the PIPE Investor that has a SAFE Note with LanzaTech. If and when
the Proposed Additional Financing is in place, please provide a description of the material
terms of such financing, including the identit(ies) of the parties involved and their

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 FirstName LastNameNimesh Patel
AMCI Acquisition Corp. II
June 9, 2022
Page 2
relationships or affiliations, if any, with AMCI, LanzaTech, and the Sponsor.
Questions and Answers about the Business Combination and the Special Meeting
How will I be notified of the outcome of LanzaTech's stockholder vote to approve the Business
Combination?, page 13
3.Please revise the above referenced Q&A to clearly disclose:
•how AMCI shareholders will be notified of the outcome of the LanzaTech's
stockholder vote regarding the business combination;
•that AMCI may terminate the agreement if the LanzaTech Requisite Approval is not
obtained within ten business days following the effectiveness of this registration
statement; and
•the percentage of each class of LanzaTech shares that must vote in favor of the
transaction, in addition to those shares already committed under the LanzaTech
Stockholder Support Agreement, in order to satisfy the LanzaTech Requisite
Approval requirement. Note the related risk factor on page 81 should also disclose
these percentages.
What happens to the funds deposited in the Trust Account after consummation of the Business
Combination?, page 14
4.Please revise this Q&A to identify the underwriters that are entitled to the deferred
underwriting commission of $5,250,000.
How will the level of redemptions by AMCI Stockholders affect my ownership in New
LanzaTech following the Closing?, page 15
5.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and multiple
interim redemption levels.
What interests do the Sponsor and AMCI's current officers and directors have in the Business
Combination?, page 20
6.Please quantify the out-of-pocket expenses and loans that are at risk if the business
combination does not occur and provide more specificity about how the board considered
the potential conflicts listed in this section when negotiating and recommending the
business combination.  Similarly revise the conflicts disclosure on pages 35, 68, and 109.
7.We note your disclosure on page 21 that the AMCI Insiders have waived any right to
redemption with respect to the founder shares.  Please describe any consideration provided
in exchange for this agreement.
8.Please disclose which of your independent directors are members of the Sponsor.
Similarly revise the conflicts disclosure on pages 35, 68, and 109.

 FirstName LastNameNimesh Patel
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 FirstName LastNameNimesh Patel
AMCI Acquisition Corp. II
June 9, 2022
Page 3
Summary of the Proxy Statement/Prospectus
Information About the Parties to the Business Combination, page 27
9.Please provide additional information about LanzaTech in the Summary section, including
a discussion of the stage of development of its Platform Technology and products, its
history of net losses, accumulated deficit, and its expectations around revenue generation.
As currently drafted, shareholders are provided with little information regarding the
business history or prospects of the target business, which is material to a decision of how
to vote in relation to the proposed business combination.
Interests of AMCI's Directors and Officers in the Business Combination , page 35
10.Please confirm that the conflicts of interest discussion highlights all material interests in
the transaction held by the sponsor and the company’s officers and directors. This could
include fiduciary or contractual obligations to other entities as well as any interest in, or
affiliation with, the target company.  In addition, please revise your disclosure to clarify
how the board considered those conflicts in negotiating and recommending the business
combination.
Risk Factors
Risks Related to LanzaTech’s Business and Industry
Our financial projections may differ materially from actual results., page 50
11.Please revise your statement that "[n]either we nor AMCI have any duty to update the
financial projections included in this proxy statement/prospectus" to confirm that you will
update or revise such disclosure to the extent required by law.
We expect to rely on a limited number of industry partners for a significant portion of our near-
term revenue., page 56
12.Please identify the industry partners from which you expect to generate "most of your
revenues in the near future."  Confirm that this assumption was included
in LanzaTech's internally prepared forecasts, which you discuss on page 105, and specify
how you define the term "near future" in the context of these projections, the latter of
which we note include each of the years in the five-year period ending December 31,
2026.
Political and economic uncertainty, including changes in policies of the Chinese government or
in relations between China..., page 63
13.We note the above entitled risk factor discussing your operations in China, your joint
venture and your joint venture partners in China, and certain of your strategic investors
located in China, including Sinopec Capital Co, Ltd.  Please revise your filing, as
applicable, to provide more specific and prominent disclosures about the legal and
operational risks associated with China-based companies or explain why such comments

 FirstName LastNameNimesh Patel
 Comapany NameAMCI Acquisition Corp. II
 June 9, 2022 Page 4
 FirstName LastNameNimesh Patel
AMCI Acquisition Corp. II
June 9, 2022
Page 4
are not applicable to the company.  Please see the Division of Corporation Finance's
Sample Letter to China-Based Companies issued by the Staff in December 2021 for the
issues to be considered and addressed.
Some of our intellectual property may be subject to federal regulation such as march-in rights...,
page 66
14.Please revise to identify which of your intellectual property rights is or may be subject to
march-in rights connected to grants from U.S. government agencies. Please
also provide disclosure to this effect in the Business section, where appropriate.
Risks Related to AMCI and the Business Combination, page 68
15.Please highlight the material risks to public warrant holders, if any, arising from the
differences between private warrants, LanzaTech Warrants, and public warrants.
16.Your current charter limits the application of the doctrine of corporate opportunity under
certain circumstances. Please address this potential conflict of interest in a separate risk
factor and indicate whether it impacted your search for an acquisition target.
Our warrant agreement designates the courts of the State of New York or the United States
District Court for the Southern District..., page 71
17.Please revise this risk factor to disclose that there is also a risk that your exclusive forum
provision may result in increased costs for investors to bring a claim.  Please similarly
revise the risk factor on page 82 concerning the exclusive forum provision in LanzaTech’s
certificate of incorporation.
Our stockholders will experience immediate dilution as a consequence of the issuance of New
LanzaTech Common Stock as consideration..., page 75
18.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
19.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
Background of the Business Combination, page 92
20.Please revise to specifically identify the following persons or entities:
•each person or entity that composes the AMCI Group (refer to page 92);
•the "consultant specializing in blast furnaces and steel off-gases" with whom you had

 FirstName LastNameNimesh Patel
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 June 9, 2022 Page 5
 FirstName LastNameNimesh Patel
AMCI Acquisition Corp. II
June 9, 2022
Page 5
a discussion on October 14, 2021 (refer to page 95);
•each of the "various market experts" with whom you held calls to further understand
global end-market dynamics for LanzaTech’s products (refer to page 97).
21.Please disclose when AMCI engaged both Evercore and Goldman Sachs to act as its
capital markets advisors.  As it concerns Goldman Sachs, please expand your disclosure to
more specifically explain the scope of this agreement, including the role Goldman
Sachs played with respect to valuation, analysis and due diligence and the agreement's
proposed fee structure.  Please also disclose whether Goldman Sachs provided AMCI with
a report, opinion or appraisal for the proposed business combination at any time prior to
its resignation on May 6, 2022.
22.We note that AMCI evaluated "numerous" target business candidates after its IPO
and entered into 20 confidentiality agreements with potential target companies.  Please
explain how you narrowed to these 20 targets and briefly explain why and when each was
eliminated as a potential target.  Please also include additional disclosure concerning the
timeline of your negotiations with the other target company to which AMCI submitted a
non-binding letter of intent. Your disclosure in this section should provide shareholders
with an understanding of why other target companies were not ultimately chosen as
business combination partners.
23.In addition to the $4.6 million payable to Evercore as deferred underwriting
compensation, please disclose the total fees that Barclays Capital Inc. and
Evercore Group, L.L.C. will receive upon completion of the business combination and
any amount that is contingent upon completion of the transaction for serving as financial
advisors. Please also disclose, on a firm-by-firm basis, the amount of fees attributable to
capital markets advisory services and the amount attributable to placement agent
services.
24.When discussing Goldman Sachs' May 6, 2022 resignation, please describe the services
that remained outstanding from Goldman Sachs that would have been required in order to
earn the fees that you indicate have been forfeited.  For example, if Goldman Sachs would
have played a role in the closing of the business combination, please revise to identify the
party who will be filling this role. Additionally, please discuss the potential impact on the
transaction related to this resignation. This discussion should address the fact that, in its
role as capital markets advisor, Goldman Sachs assisted in the creation of the Selected
Public Company Analysis (as disclosed on page 103) and the identification of potential
PIPE Investors (as disclosed on page 98).
Financial Analysis, page 103
25.We note that the AMCI Board did not seek a third-party valuation and did not receive any
valuation report or opinion from a third party in connection with the business
combination.  Please revise to explain why the AMCI Board determined that it was not
necessary to obtain a fairness opinion for the business combination.  Additionally, revise

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 FirstName LastNameNimesh Patel
AMCI Acquisition Corp. II
June 9, 2022
Page 6
to disclose all material factors that the AMCI Board relied upon in agreeing to the
current valuation, clarifying the "other things" the Board considered.
Certain LanzaTech Projected Financial Information, page 105
26.We note the term of the projections through 2026. Please explain the basis for
providing projections beyond year three and clarify if the forecasts reflect more than
simple assumptions about growth rates. It should be clear how projected growth rates are
sustainable over the selected period of time and why it is reasonable to assume such
growth rates.
27.We have the following comments regarding the assumptions presented in your projected
financial information:
•Revise to disclose in more detail the material assumptions underlying the projected
financial information rather than merely list the factors that could affect the figures
presented;
•Quantify the underlying operational and market assumptions discussed in the third to
last paragraph on page 108 to the extent possible;
•Explain how the projected information currently disclosed is representative of your
current and expected future joint development agreements, U.S. government R&D
contracts, and collaboration agreements;
•Explain the relationship between your current and expected installed capacity and
how you expect it to result in the increase in recurring revenues over the periods
presented.
28.We note your statements on this page that investors "are cautioned not to place undue
reliance on the prospective financial information" of Lanzatech's projected financial
information and are "cautioned not to rely on the projections in making a decision
regarding the Business Combination[.]"  Please revise these statements to remove any
implication that investors are not entitled to rely on disclosure in your registration
statement.
29.You disclose that LanzaTech provided AMCI with its internally prepared forecasts for
each of the years in the five-year period ending December 31, 2026.  Please disclose when
these projections were prepared.  In this regard, we note your disclosure on page 94 that
on September 13, 2021, AMCI had a call with LanzaTech to walk through its financial
model and associated projections in detail.  Please explain whether or not the projections
still reflect management’s views on future performance and describe what consideration
the board gave to obtaining updated projections.
30.We note your disclosure on page 106 that AMCI r

200 West Street I New York, NY 10282-2198
Tel: 212-902-1000 I Fax: 212-902-3000
May 24, 2022
U.S. Securities and Exchange Commission
Office of the Secretary
100 F Street, N .E.
Washington, D.C. 20549
RE: AMCI Acquisition Corp. II
Ladies and Gentlemen: Goldman SaellS
Goldman Sachs & Co. LLC ("Goldman Sachs") hereby submits the enclosed resignation letter
(the "Resignation Letter"). The Resignation Letter was previously delivered to AMCI
Acquisition Corp. II (the "Company") to inform it that Goldman Sachs has resigned and ceased
to act as placement agent and capital markets advisor to the Company and any related capacity,
relationship or role in connection with the proposed business combination of the Company and
LanzaTech NZ Inc., and that Goldman Sachs will not be responsible for any part of the
Company's Registration Statement on Form S-4 (File No. 333-264811), including any
amendments thereto or documents incorporated therein (the "Registration Statement") .
This letter is being furnished to the U.S. Securities and Exchange Commission (the
"Commission") in accordance with Section 1 l(b)(l) of the Securities Act of 1933, as amended ,
to notify the Commission that Goldman Sachs will not be responsible for the contents of the
Registration Statement.
If you should have any questions regarding these matters, please contact the undersigned by
phone at (212) 902-4012 or by email at daniel.young@gs .com.
Securities and Investment Services Provided by Goldman Sachs & Co. LLC

U.S. Securities and Exchange Commission
May 24, 2022
Page 2
Sincerely ,
N aine: Daniel M. Young
Title: Managing Director
cc: AMCI Acquisition Corp. II
Encl.

PERSONAL AND CONFIDENTIAL
May 20, 2022
Nimesh Patel
Chief Executive Officer
AMCI Acquisition Corp. II
600 Steamboat Road
Greenwich, CT 06830
Re: Placement Agent and Capital Markets Advisor Resignation
Dear Nimesh:
Goldman Sachs & Co. LLC ("Goldman Sachs") writes to inform you that Goldman Sachs hereby
resigns and ceases to act as placement agent and capital markets advisor to AMCI Acquisition
Corp. II (the "Company") and any related capacity, relationship or role, and will not act in any
other capacity, relationship or role, with or for the Company, LanzaTech NZ Inc. (the "Target") ,
any affiliate of the Company or the Target (each, an "Affiliate') , or any entity formed or caused
to be formed by the Company, the Target or an Affiliate, in each case in connection with the
proposed business combination of AMCI Acquisition Corp. II and the Target, effective
immediately , and that Goldman Sachs will not be responsible for any part of the Company 's
Registration Statement on Form S-4 (File No. 333-264811 ), including any amendments thereto or
documents incorporated therein (the "Registration Statement ").
This letter is being furnished to you in accordance with Section 11 (b )(1) of the Securities Act of
1933, as amended, to notify you that Goldman Sachs will not be responsible for the contents of
the Registration Statement. This letter should not be construed as an admission that Goldman
Sachs is or was an underwriter, as that term is defined in Section 2(a)(l l) of the Securities Act of
1933.
(GOLDMAN SACHS & CO. LLC)
Name: Eduardo Manzur
Title: Managing Director