United States securities and exchange commission logo





                               December 21, 2020

       William Hunter
       President and Chief Executive Officer
       AMCI Acquisition Corp.
       1501 Ligonier Street, Suite 370
       Latrobe, PA 15650

                                                        Re: AMCI Acquisition
Corp.
                                                            Registration
Statement on Form S-4
                                                            Filed November 24,
2020
                                                            File No. 333-250946

       Dear Mr. Hunter:

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

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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4 filed November 24, 2020

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

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

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

   2.                                                   Please quantify the
interests each of your sponsor, current officers and directors will
                                                        receive in the business
combination.
   3.                                                   Please provide the
consideration paid for the Placement Warrants. Please disclose the
 William Hunter
FirstName LastNameWilliam  Hunter
AMCI Acquisition  Corp.
Comapany21,
December  NameAMCI
              2020     Acquisition Corp.
December
Page 2    21, 2020 Page 2
FirstName LastName
         current value of the Sponsor Shares and Private Warrants.
4.       Please quantify the out-of-pocket expenses incurred by your AMCI
executive officers,
         directors, and their respective affiliates as of a recent practicable
date.
5.       Please revise the last bullet to disclose the amount to be paid to
Messrs. Gregoriou, De
         Castro and Kaskavelis for prior years of service.
AMCI   s board of directors believes that the Proposals to be presented at the
AMCI Special
Meeting , page 32

6.       You disclose the loan from Orion to you as of November 24, 2020.
Please file the loan
         agreement as an exhibit.
The Amended Charter will designate a state or federal court located within the
State of Delaware
as the exclusive forum, page 45

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

Background of the Business Combination, page 85

8.       Please revise your disclosure in this section to include negotiations
relating to material
         terms of the transaction, including, but not limited to, structure,
consideration, valuation,
         PIPE, requirement that AMCI to amend the Warrant Agreement to cash out
the AMCI
         warrants, and proposals and counter-proposals. In your revised
disclosure, please explain
         the reasons for the terms, each party's position on the issues, and
how you reached
         agreement on the final terms.
9.       We note your disclosure that AMCI and Advent amended the Merger
Agreement to
         remove the requirement set forth therein requiring AMCI to amend the
Warrant
 William Hunter
FirstName LastNameWilliam  Hunter
AMCI Acquisition  Corp.
Comapany21,
December  NameAMCI
              2020     Acquisition Corp.
December
Page 3    21, 2020 Page 3
FirstName LastName
         Agreement to cash out the AMCI warrants for $1.50 per warrant. Please
elaborate on the
         reasons for the amendment.
The Board   s Reasons for Approval of the Business Combination, page 90

10.      Please revise to include the financial projections of Advent. In that
regard, we note your
         disclosures in the fourth bullet point on page 91. We also note that
Advent's financial
         projections were included on page 34 of your Investor Presentation.
Certain United States Federal Income Tax Considerations of the Redemption, page
95

11.      Please revise the section headers which indicate that the opinion only
covers
            certain    material tax consequences.
12.      Please revise to include the material tax consequences of the merger.
Recent Developments, page 122

13.      You disclose that on October 16, 2020, your stockholders agreed to
amend the certificate
         of incorporation to extend the deadline to consummate the business
combination until
         February 21,2020. Please revise to reflect the February 22, 2021
extension deadline.
Information about Advent, page 126

14.      Please disclose the term of your agreement with U.S. Department of
Energy   s L   Innovator
         Program.
15.      We note your disclosure that Advent has a number of partnerships,
including with the
         DoE, NASA and the European Space Agency. We also note your disclosure
that you have
         entered into licensing and joint-development agreements. Please
disclose the materials
         terms of these agreements and file your material agreements as
exhibits.
Compensation Committee, page 164

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

17.      Please disclose your anticipated use of the proceeds. In that regard,
we note page 31 of
         your Investor Presentation, filed as exhibit 99.1 to your Form 8-K
filed October 13, 2020,
         includes a break down of how you plan to use the proceeds from the
Trust in your
         business. In addition, please revise your filing to include all
material information found in
         the Investor Presentation.
 William Hunter
AMCI Acquisition Corp.
December 21, 2020
Page 4

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

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



                                                           Sincerely,
FirstName LastNameWilliam Hunter
                                                           Division of
Corporation Finance
Comapany NameAMCI Acquisition Corp.
                                                           Office of
Manufacturing
December 21, 2020 Page 4
cc:       Jeffrey Rubin
FirstName LastName