SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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AMCI Acquisition Corp. II
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Class A Common Stock
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00166R100
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December 31, 2021
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
Sandia Investment Management L.P.
I.R.S. Identification Nos. of above persons (entities only)
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
1,485,000 shares
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7 Sole
Dispositive Power
0
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8 Shared
Dispositive Power
1,485,000 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,485,000 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
Not Applicable
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11
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Percent of Class Represented by Amount in Row (9)
9.9%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
Timothy J. Sichler
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
1,485,000 shares
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7 Sole
Dispositive Power
0
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8 Shared
Dispositive Power
1,485,000 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,485,000 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
9.9%
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12
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Type of Reporting Person (See Instructions)
IN, HC
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Item 1.
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(a)
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Name of Issuer
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AMCI Acquisition Corp. II
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(b)
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Address of Issuer’s Principal Executive Offices
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600 Steamboat Road, Greenwich, CT 06830
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Item 2.
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(a)
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Name of Person Filing
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Sandia Investment Management L.P.
Timothy J. Sichler
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(b)
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Address of Principal Business Office or, if none, Residence
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Sandia Investment Management L.P.
Timothy J. Sichler
201 Washington Street
Boston, MA 02108
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(c)
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Citizenship
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Sandia Investment Management L.P. – Delaware
Timothy J. Sichler – United States
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(d)
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Title of Class of Securities
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Class A Common Stock
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(e)
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CUSIP Number
00166R100
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[X]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership **
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(a)
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Amount Beneficially Owned **
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The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item
4(a) for each such Reporting Person.
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(b)
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Percent of Class **
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The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item
4(b) for each such Reporting Person.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote **
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(ii)
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shared power to vote or to direct the vote **
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(iii)
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Sole power to dispose or to direct the disposition of **
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(iv)
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shared power to dispose or to direct the disposition of **
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The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such
Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ].
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and among the Reporting Persons.
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Sandia Investment Management L.P.
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By: /s/ Thomas J. Cagna
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Name: Thomas J. Cagna
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Title: Chief Operating Officer
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Timothy J. Sichler
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/s/ Timothy J. Sichler
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Timothy J. Sichler
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Sandia Investment Management L.P.
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By: /s/ Thomas J. Cagna
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Name: Thomas J. Cagna
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Title: Chief Operating Officer
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Timothy J. Sichler
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/s/ Timothy J. Sichler
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Timothy J. Sichler
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