ACII.U / Atlas Crest Investment Corp. II Units, each consisting of one Class A common stock, $.0001 par value - Документы SEC, Годовой отчет, Доверенное заявление

ACII / Atlas Crest Investment Corp. II / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ATLAS CREST INVESTMENT CORP. II Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Atlas Crest Investment Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 049287105 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39999 ATLAS CREST INVESTMENT CORP. II (Exact name of registrant as spec

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 19, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2022 Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction of incorporation) (C

Amendment to Investment Management Trust Agreement, dated February 3, 2021, by and between the Atlas Crest Investment Corp. II and Continental Stock Transfer & Trust Company, as trustee

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December 1, 2022, is made by and between Atlas Crest Investment Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the parties hereto are

Atlas Crest Investment Corp. II to Hold Special Meeting of Stockholders to Obtain Approval to Terminate Before Year-End

Exhibit 99.1 Atlas Crest Investment Corp. II to Hold Special Meeting of Stockholders to Obtain Approval to Terminate Before Year-End NEW YORK, New York, November 16, 2022 - Atlas Crest Investment Corp. II (NYSE: ACII.U, ACII) (the ?Company?) will be holding a Special Meeting of stockholders on December 1, 2022, at 10:30 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP, located at 601 Lex

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2022 Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2022 Atlas Crest Inv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2022 Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable Warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable Warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.

ATLASUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPOR

Table of Contents ATLASUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Press Release, dated October 25, 2022

Exhibit 99.1 Press Release Atlas Crest Investment Corp. II Files Preliminary Proxy Statement to Obtain Stockholder Approval for Early Liquidation NEW YORK, New York: Atlas Crest Investment Corp. II (NYSE: ACII.U, “ACII”, or the “Company”) announced today that it has filed a preliminary proxy statement to seek stockholder approval to adopt amendments to its Amended and Restated Certificate of Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2022 Atlas Crest Inve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2022 Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction of incorporation) (C

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2022 Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction of incorporation) (C

Atlas Crest Investment Corp. II Files Preliminary Proxy Statement to Obtain Stockholder Approval for Early Liquidation

Exhibit 99.1 Press Release Atlas Crest Investment Corp. II Files Preliminary Proxy Statement to Obtain Stockholder Approval for Early Liquidation NEW YORK, New York: Atlas Crest Investment Corp. II (NYSE: ACII.U, ?ACII?, or the ?Company?) announced today that it has filed a preliminary proxy statement to seek stockholder approval to adopt amendments to its Amended and Restated Certificate of Incor

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2022 Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2022 Atlas Crest Inve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2022 Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction of incorporation) (C

Press Release, dated October 25, 2022

Exhibit 99.1 Press Release Atlas Crest Investment Corp. II Files Preliminary Proxy Statement to Obtain Stockholder Approval for Early Liquidation NEW YORK, New York: Atlas Crest Investment Corp. II (NYSE: ACII.U, ?ACII?, or the ?Company?) announced today that it has filed a preliminary proxy statement to seek stockholder approval to adopt amendments to its Amended and Restated Certificate of Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2022 (August 25, 2022) Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction of

Promissory Note, dated August 25, 2022, issued by Atlas Crest Investment Corp. II to Atlas Crest Investment II LLC

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period

ATLAS CREST INVESTMENT CORP. II 399 Park Avenue New York, New York 10022

ATLAS CREST INVESTMENT CORP. II 399 Park Avenue New York, New York 10022 Via EDGAR and Federal Express August 15, 2022 Robert Telewicz Accounting Branch Chief c/o Babette Cooper, Staff Accountant United States Securities and Exchange Commission Division of Corporate Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Atlas Crest Investment Corp. II Form 10-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2022 (June 3, 2022) Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39999 A

Description of Securities*

Exhibit 4.5 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ? As of December 31, 2021, Atlas Crest Investment Corp. II (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ACII / Atlas Crest Investment Corp. II / MOELIS KENNETH - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Atlas Crest Investment Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 049287 105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

ACII / Atlas Crest Investment Corp. II / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Atlas Crest Investment Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 049287105 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designat

Promissory Note, dated February 3, 2022, issued by Atlas Crest Investment Corp. II to Atlas Crest Investment II LLC

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2022 (February 3, 2022) Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction o

ACII / Atlas Crest Investment Corp. II / Sculptor Capital LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) ATLAS CREST INVESTMENT CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 49287105 (CUSIP Number) January 19, 2022 (Date of Event Which Requires Filing of this Statement) Chec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANS

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2021 (December 21, 2021) Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSIT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TR

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ATLAS CREST INVESTMENT CORP. II INDEX TO FINANCIAL STATEMENT

EX-99.1 2 tm2134407d5ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ATLAS CREST INVESTMENT CORP. II INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Atlas Crest Investment Corp. II Opin

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2021 (February 8, 2021) Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-4381723 (State or

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 2021 Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PUR

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2021 (October 20, 2021) Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ACII / Atlas Crest Investment Corp. II / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ATLAS CREST INVESTMENT CORP. II Passive Investment

SC 13G 1 p21-1792sc13g.htm ATLAS CREST INVESTMENT CORP. II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Atlas Crest Investment Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 049287105 (CUSIP Number) July 6, 2021 (Date of event which requires filing of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUAN

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ATLAS CREST INVESTMENT CORP. II 399 Park Avenue New York, New York 10022

CORRESP 1 filename1.htm ATLAS CREST INVESTMENT CORP. II 399 Park Avenue New York, New York 10022 Via EDGAR and Federal Express May 24, 2021 Pamela Long Assistant Director c/o William Demarest, Staff Accountant United States Securities and Exchange Commission Division of Corporate Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Atlas Crest Investment Corp.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2021 (May 17, 2021) Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other ju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 tm2113558-2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repor

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2021 (May 13, 2021) Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-2730902 (State or other jurisdiction of incorp

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39999 ATLAS CREST INVESTMENT C

Atlas Crest Investment Corp. II Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 29, 2021

Exhibit 99.1 Atlas Crest Investment Corp. II Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 29, 2021 New York, NY, March 26, 2021 - Atlas Crest Investment Corp. II (NYSE: ACII.U, the "Company") announced today that, commencing on March 29, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade shares of the

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2021 ATLAS CREST INVESTMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-4381723 (State or other jurisdiction of incorporation) (Com

ATLAS CREST INVESTMENT CORP. II INDEX TO FINANCIAL STATEMENT

EX-99.1 2 ea135137ex99-1atlascrest2.htm AUDITED BALANCE SHEET AS OF FEBRUARY 8, 2021. Exhibit 99.1 ATLAS CREST INVESTMENT CORP. II INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Atlas Crest Investment

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2021 (February 8, 2021) Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39999 85-4381723 (State or other jurisdiction

Registration Rights Agreement, dated February 3, 2021, by and between the Company and certain security holders. (1)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2021, is made and entered into by and among Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), Atlas Crest Investment II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holder

Amended and Restated Certificate of Incorporation. (1)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLAS CREST INVESTMENT CORP. II February 3, 2021 Atlas Crest Investment Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Atlas Crest Investment Corp. II” The original certificate of incorporation was filed wit

Support Agreement, dated February 3, 2021, by and between the Company and Moelis & Company LLC. (1)

EX-10.4 9 ea134964ex10-4atlascrest2.htm SUPPORT AGREEMENT, DATED FEBRUARY 3, 2021, BY AND BETWEEN THE COMPANY AND MOELIS & COMPANY LLC. Exhibit 10.4 ATLAS CREST INVESTMENT CORP. II 399 Park Avenue New York, NY 10022 February 3 , 2021 Moelis & Company LLC 399 Park Avenue New York, NY 10022 Re: Support Agreement Ladies and Gentlemen: 1. This letter agreement by and between Atlas Crest Investment Cor

Investment Management Trust Agreement, dated February 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 3, 2021, by and between Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File Nos.

Atlas Crest Investment Corp. II Announces Closing of Upsized $345 Million Initial Public Offering

EX-99.2 12 ea134964ex99-2atlascrest2.htm PRESS RELEASE, DATED FEBRUARY 8, 2021 Exhibit 99.2 Atlas Crest Investment Corp. II Announces Closing of Upsized $345 Million Initial Public Offering New York, NY, February 8, 2021 - Atlas Crest Investment Corp. II (NYSE: ACII.U, the "Company") announced today that it closed its upsized initial public offering of 34,500,000 units at a price to the public of

Atlas Crest Investment Corp. II Announces Pricing of Upsized $300 Million Initial Public Offering

EX-99.1 11 ea134964ex99-1atlascrest2.htm PRESS RELEASE, DATED FEBRUARY 3, 2021 Exhibit 99.1 Atlas Crest Investment Corp. II Announces Pricing of Upsized $300 Million Initial Public Offering New York, NY, February 3, 2021 - Atlas Crest Investment Corp. II (NYSE: ACII.U, the "Company") announced today that it priced its upsized initial public offering of 30,000,000 units at a price to the public of

Business Combination Marketing Agreement, dated February 3, 2021, by and between the Company, Cantor Fitzgerald & Co. and Moelis & Company LLC. (1)

Exhibit 1.2 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 February 3, 2021 Atlas Crest Investment Corp. II 399 Park Avenue New York, NY 10022 Attn: Michael Spellacy, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Atlas Crest Investment Corp. II, a Delaware corporation (“Company”), has requested Cantor Fitzgerald & Co. (“Cantor”) and Moelis

Warrant Agreement, dated February 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)

EX-4.1 5 ea134964ex4-1atlascrest2.htm WARRANT AGREEMENT, DATED FEBRUARY 3, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 3, 2021, is by and between Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer &

Letter Agreement, dated February 3, 2021, by and among the Company, its officers and directors and the Sponsor. (1)

Exhibit 10.1 February 3, 2021 Atlas Crest Investment Corp. II 399 Park Avenue New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), and C

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

8-K 1 ea134964-8katlascrest2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2021 (February 3, 2021) Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 001

Private Placement Warrants Purchase Agreement, dated February 3, 2021, by and between the Company and the Sponsor. (1)

EX-10.5 10 ea134964ex10-5atlascrest2.htm PRIVATEPLACEMENT WARRANTS PURCHASE AGREEMENT, DATED FEBRUARY 3, 2021, BY AND BETWEEN THE COMPANY AND THE SPONSOR Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 3, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), i

Underwriting Agreement, dated February 3, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriter. (1)

Exhibit 1.1 ATLAS CREST INVESTMENT CORP. II UNDERWRITING AGREEMENT New York, New York February 3, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzg

$300,000,000 Atlas Crest Investment Corp. II 30,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-251893 and 333-252709 $300,000,000 Atlas Crest Investment Corp. II 30,000,000 Units Atlas Crest Investment Corp. II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we ref

- FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Atlas Crest Investment Corp. II (Exact Name of Registrant as Specified in Its Charter) Delaware 85-4381723 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 399 Park A

- REGISTRATION STATEMENT

As filed on February 3, 2021 with the U.S. Securities and Exchange Commission. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-4381723 (State or other jurisdiction of incorporation or o

- AMENDMENT NO. 1 TO FORM S-1

Filed with the U.S. Securities and Exchange Commission on February 1, 2021 under the Securities Act of 1933, as amended. Registration No. 333-251893 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1 (file No. 333-251893) filed with the SEC on February 1, 2021)

EX-4.2 6 fs12021a1ex4-2atlascrest2.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER C- SHARES CUSIP 049287 105 SEE REVERSE FOR CERTAIN DEFINITIONS ATLAS CREST INVESTMENT CORP. II CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Atlas Crest Investment Corp. II,

Form of Amended and Restated Certificate of Incorporation.**

EX-3.3 4 fs12021a1ex3-3atlascrest2.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLAS CREST INVESTMENT CORP. II [●], 2021 Atlas Crest Investment Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is

Form of Compensation Committee Charter.**

Exhibit 99.2 ATLAS CREST INVESTMENT CORP. II COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for incentive com

Form of Nominating Committee Charter.**

Exhibit 99.3 ATLAS CREST INVESTMENT CORP. II NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. Purpose The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors of Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), shall (a) identify individuals qualified to become members of the Board of Directors of the Company (the “Board”), consi

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1 (file No. 333-251893) filed with the SEC on February 1, 2021)

EX-4.3 7 fs12021a1ex4-3atlascrest2.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ATLAS CREST INVESTMENT CORP. II Incorporated Under the Laws of the State of Delaware CUSIP 049287 113 Warrant Certificate Th

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-2518

Form of Private Placement Warrants Purchase Agreement between the Registrant and Atlas Crest Investment II LLC.**

EX-10.4 13 fs12021a1ex10-4atlascrest2.htm FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND ATLAS CREST INVESTMENT II LLC Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entere

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

EX-4.4 8 fs12021a1ex4-4atlascrest2.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as war

Form of Services Agreement between the Registrant and Atlas Crest Investment II LLC.**

Exhibit 10.8 ATLAS CREST INVESTMENT CORP. II 399 Park Avenue New York, NY 10022 [ ], 2021 Moelis & Company LLC 399 Park Avenue New York, NY 10022 Re: Support Agreement Ladies and Gentlemen: 1. This letter agreement by and between Atlas Crest Investment Corp. II (the “Company”) and Moelis & Company LLC (“Moelis”), dated as of the date hereof, will confirm our agreement that, commencing on the date

Form of Letter Agreement among the Registrant, Atlas Crest Investment II LLC and each of the executive officers and directors of the Registrant.**

EX-10.1 10 fs12021a1ex10-1atlascrest2.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, ATLAS CREST INVESTMENT II LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT Exhibit 10.1 [●], 2021 Atlas Crest Investment Corp. II 399 Park Avenue New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in a

Form of Registration Rights Agreement among the Registrant, Atlas Crest Investment II LLC and the Holders signatory thereto.**

EX-10.3 12 fs12021a1ex10-3atlascrest2.htm FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, ATLAS CREST INVESTMENT II LLC AND THE HOLDERS SIGNATORY THERETO Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), At

Form of Audit Committee Charter.**

EX-99.1 18 fs12021a1ex99-1atlascrest2.htm FORM OF AUDIT COMMITTEE CHARTER Exhibit 99.1 ATLAS CREST INVESTMENT CORP. II AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to o

Form of Code of Ethics.**

Exhibit 14 CODE OF ETHICS OF ATLAS CREST INVESTMENT CORP. II 1. Introduction The Board of Directors (the “Board”) of Atlas Crest Investment Corp. II has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: ● promote honest and ethical conduct, including the ethical handling of actu

Form of Business Combination Marketing Agreement.**

EX-1.2 3 fs12021a1ex1-2atlascrest2.htm FORM OF BUSINESS COMBINATION MARKETING AGREEMENT Exhibit 1.2 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 February [], 2021 Atlas Crest Investment Corp. II 399 Park Avenue New York, NY 10022 Attn: Michael Spellacy, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Atlas Crest Investment Corp. II, a Dela

Form of Underwriting Agreement.**

Exhibit 1.1 ATLAS CREST INVESTMENT CORP. II UNDERWRITING AGREEMENT New York, New York February [], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitz

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 (file No. 333-251893) filed with the SEC on February 1, 2021)

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 049287 204 ATLAS CREST INVESTMENT CORP. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of Class A common sto

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1 (file No. 333-251893) filed with the SEC on February 1, 2021)

EX-10.5 14 fs12021a1ex10-5atlascrest2.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as dir

Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 (file No. 333-251893) filed with the SEC on February 1, 2021)

Exhibit 3.4 BY LAWS OF AC 1 Corp. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware. Section 1.

Promissory Note issued to Atlas Crest Investment II LLC.*

EX-10.6 5 fs12020ex10-6atlascrest2.htm PROMISSORY NOTE ISSUED TO ATLAS CREST INVESTMENT II LLC Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES AC

Consent of Emanuel Pearlman*

EX-99.5 9 fs12020ex99-5atlascrest2.htm CONSENT OF EMANUEL PEARLMAN Exhibit 99.5 Consent to Being Named as a Director Nominee In connection with the filing by Atlas Crest Investment Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securitie

Certificate of Incorporation.*

EX-3.1 2 fs12020ex3-1atlascrest2.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF AC 1 CORP. December 21, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation

Consent of David Fox*

EX-99.4 8 fs12020ex99-4atlascrest2.htm CONSENT OF DAVID FOX Exhibit 99.4 Consent to Being Named as a Director Nominee In connection with the filing by Atlas Crest Investment Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act,

Consent of Todd Lemkin*

EX-99.6 10 fs12020ex99-6atlascrest2.htm CONSENT OF TODD LEMKIN Exhibit 99.6 Consent to Being Named as a Director Nominee In connection with the filing by Atlas Crest Investment Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Ac

Securities Subscription Agreement between the Registrant and Atlas Crest Investment II LLC.*

EX-10.7 6 fs12020ex10-7atlascrest2.htm SECURITIES SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND ATLAS CREST INVESTMENT II LLC Exhibit 10.7 AC I Corp. 399 Park Ave. New York, New York 10022 December 23, 2020 CAA 1 LLC 399 Park Ave. New York, New York 10022 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on December 23, 2020 by and bet

Certificate of Amendment to Certificate of Incorporation*

EX-3.2 3 fs12020ex3-2atlascrest2.htm CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of AC I Corp. resolutions were d

Registration Statement - REGISTRATION STATEMENT

Filed with the U.S. Securities and Exchange Commission on January 5, 2021 under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Crest Investment Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 (State or other juri