FORM RW
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
AMCI Acquisition Corp.
Request for Withdrawal of Registration Statement on Form S-4
Ladies and Gentlemen:
On
November 9, 2020, AMCI Acquisition Corp., a Delaware corporation, filed a Registration Statement on Form S-4 (File No.
333-249988) (together with the exhibits and supplements thereto, the
“Registration Statement”) under the Securities Act of
1933, as amended (the
“Securities Act”), with the Securities and Exchange Commission (the
“Commission”) for the registration of 25,500,000 shares of
the Company’s common stock to be issued by
the Company to the holders of the capital stock of Advent
Technologies, Inc. (
“Advent”) in connection with a business combination between
the Company and Advent.
Pursuant to Rule 477 under the Securities Act,
the Company hereby requests that the Commission consent to the withdrawal of the Registration Statement.
The Company is seeking withdrawal in anticipation of the filing of a new registration
statement in connection with the contemplated transaction.
The Company confirms that no securities have been issued or sold under the Registration Statement.
The Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However,
the Company requests, in accordance with Rule 457(p) under the Securities Act, that all fees
paid to the Commission in connection with the filing of the Registration Statement be credited to
the Company’s account to be offset against the filing fee for any future registration statement or registration statements of
the Company or an
affiliate.
Pursuant to the foregoing,
the Company hereby respectfully requests that the Commission confirm the withdrawal of the Registration Statement with
the Company’s outside counsel, Jeffrey W. Rubin of Ellenoff Grossman & Schole LLP, at
jrubin@egsllp.com (telephone
646-665-5809), as soon as possible.
Please feel free to contact Mr. Rubin if you have any questions. Thank you for your assistance with this matter.
Thank you for your assistance in this matter.
Sincerely,
AMCI Acquisition Corp.
Chief Executive Officer
