August 14, 2018

William Hunter
Chief Executive Officer
AMCI Acquisition Corp.
600 Steamboat Road South
Greenwich, CT 06830

       Re: AMCI Acquisition Corp.
           Draft Registration Statement on Form S-1
           Submitted July 20, 2018
           CIK No. 0001744494

Dear Mr. Hunter:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1

Our Company, page 3

1.     Please add an organizational chart or diagram that illustrates your
ownership structure.
Competitive Strengths, page 5

2.     The disclosure in the summary should be a balanced presentation of your
business. Please
       balance the description of your competitive strengths with equally
prominent disclosure of
       the challenges you face. For example, it appears you should address your
financial,
       technical and other resources relative to those of your potential
competitors, as you
 William Hunter
FirstName LastNameWilliam Hunter
AMCI Acquisition Corp.
Comapany NameAMCI Acquisition Corp.
August 14, 2018
August 14, 2018 Page 2
Page 2
FirstName LastName
         discuss on page 105.
Risk Factors
We may not have sufficient funds to satisfy indemnification claims . . . , page
42

3.       We note your disclosure that your officers and directors have agreed
to waive any right,
         title, interest or claim to any monies in the trust account and that
any indemnification
         provided will only be able to be satisfied with funds outside of the
trust account prior to
         the initial business combination. Please revise to clarify, either
here or elsewhere in the
         prospectus, whether any other persons who may become officers or
directors prior to the
         initial business combination will also be required to agree to such
waiver.
Proposed Business
Sources of Target Businesses, page 87

4.       Please revise to clarify whether you have a policy that prohibits your
insiders from
         negotiating for the reimbursement of out-of-pocket expenses by a
target business. If not,
         and to the extent material, please add a risk factor discussing the
conflict of interest that
         this may cause in determining whether to enter into a particular
business combination.
Management
Conflicts of Interest, page 111

5.       Please refer to your disclosure in the last paragraph on page 111.
Please revise to disclose
         the basis of your belief that the fiduciary duties or contractual
obligations of AMCI and
         your officers or directors will not materially affect your ability to
complete an initial
         business combination.
General

6.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       You may contact John Spitz, Staff Accountant, at (202) 551-3484 or
Benjamin Phippen,
Staff Accountant, at (202) 551-3697 if you have questions regarding comments on
the financial
statements and related matters. Please contact David Lin, Staff Attorney, at
(202) 551-3552 or
Michael Clampitt, Senior Counsel, at (202) 551-3434 with any other questions.



                                                                Sincerely,

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