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~~December 161, 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)		(Commission File Number)		(IRS Employer Identification No.)

399 Park Avenue, 5^th Floor

New York, New York 10022

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 883-3800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	ACII. U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	ACII	The New York Stock Exchange
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share		~~NONE~~None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 71.01. ~~Regulation~~Entry FDinto a Material Definitive Agreement.

On ~~November~~December 161, 2022, Atlas Crest Investment Corp. II (the “Company”) ~~issued~~held a ~~press~~special ~~release~~meeting ~~relating~~of its stockholders (the “Stockholder Meeting”) to approve certain amendments to its ~~upcoming~~amended ~~special~~and ~~meeting~~restated certificate of ~~stockholders.~~incorporation A(the ~~copy~~“Certificate of Incorporation”) and the ~~press~~Investment Management Trust Agreement, dated February 3, 2021 (the “Trust Agreement”), by and between the Company ~~release~~and isContinental ~~furnished~~Stock ~~hereto~~Transfer & Trust Company, as ~~Exhibit~~trustee 99(“Continental”) to allow the Company to redeem all of its outstanding public shares no later than December 30, 2022, in advance of the automatic termination date in its current Certificate of Incorporation of February 8, 2023 (the “Original Termination Date”).1.

~~The~~At the Stockholder Meeting, ~~information~~the instockholders ~~this~~of ~~Item~~the ~~7.01,~~Company ~~including~~approved ~~Exhibit~~a ~~99.1~~proposal to amend the Trust Agreement (such proposal, isthe ~~furnished~~“Early ~~and~~Termination ~~shall~~Trust Agreement ~~not~~Proposal” beand ~~deemed~~such amendment, the “~~filed~~Early Termination Trust Agreement Amendment”) ~~for~~to ~~purposes~~change the date on which Continental must commence liquidation of ~~Section~~the trust account established in connection with the Company’s initial public 18offering offrom the ~~Securities~~Original ~~Exchange~~Termination ~~Act~~Date ofto ~~1934,~~such other date as ~~amended~~shall be determined by the board of directors of the Company (the “~~Exchange Act~~Board”) and ~~shall~~publicly ~~not~~announced beby ~~deemed~~the toCompany, provided that such other date shall be ~~incorporated by~~no ~~reference~~sooner ~~into~~than the ~~filings~~date of the ~~Company~~effectiveness ~~under~~of the ~~Securities~~ ~~Act~~required amendment to the Certificate of ~~1933,~~Incorporation aspursuant ~~amended or~~to the ~~Exchange~~General ~~Act,~~Corporation ~~regardless~~ Law of ~~any~~the ~~general~~State ~~incorporation~~of ~~language~~Delaware inand no later than December 30, 2022 (such ~~filings~~date, the “Early Termination Date”).

~~Item~~The 8Board has established December 1, 2022 as the Early Termination Date.~~01.~~ ~~Other~~Accordingly, ~~Events~~on December 1, 2022, the Company and Continental entered into the Early Termination Trust Agreement Amendment.

~~On November~~The ~~10,~~foregoing ~~2022, the Company filed a definitive proxy statement (the “Proxy Statement”), relating to a special meeting~~description ofis ~~the~~qualified Company’s stockholders (the “Stockholder Meeting”) to approve: (i) an amendment to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to eliminate the requirement that the Company retain at least $5,000,001 of net tangible assets following the redemption of the Company’s Class A common stock, par value $0.0001 per share (the “Public Shares”), in ~~connection~~its ~~with~~entirety a Business Combination (as defined in the Certificate of Incorporation) and certain amendments of the Certificate of Incorporation (such amendment, the “Redemption Limit Elimination Amendment” and such proposal, the “Redemption Limit Elimination Proposal”); (ii) an amendment to the Certificate of Incorporation to change the date by ~~which~~reference ~~the Company must consummate a Business Combination from February 8, 2023 (the “Original Termination Date”)~~ to ~~such other date as shall be determined by~~ the ~~board~~full oftext ~~directors~~ of the Company (the “Board”) and publicly announced by the Company, provided that such other date shall be no sooner than the date of the effectiveness of the amendment to the Certificate of Incorporation pursuant to the General Corporation Law of the State of Delaware and no later than December 30, 2022 (such date, the “Early Termination ~~Date”, such amendment the “Early Termination Amendment” and such proposal, the “Early Termination Proposal”); (iii) an amendment to the Investment Management~~ Trust Agreement, ~~dated February 3~~Amendment, ~~2021, by and between the Company and Continental Stock Transfer & Trust Company,~~ a ~~New~~copy ~~York~~of ~~corporation, as trustee (“Continental”) to change the date on~~ which ~~Continental~~is ~~must commence liquidation of the trust account established~~attached inas ~~connection~~Exhibit ~~with~~10.1 ~~the~~hereto ~~Company’s initial public offering from the Original Termination Date to the Early Termination Date (such proposal, the “Early Termination Trust Amendment Proposal”);~~ and ~~(iv)~~is aincorporated proposal to adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of the Company’s common stock, par value $0.0001 per share, represented (either in person or by ~~proxy)~~reference to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Redemption Limit Elimination Proposal, the Early Termination Proposal or the Early Termination Trust Amendment Proposalherein.

If the Early Termination Proposal is approved at the Stockholder Meeting, the Board expects to file the Early Termination Amendment on December 1, 2022 and establish December 1, 2022 as the Early Termination Date. If the Early Termination Amendment is implemented following stockholder approval on December 1, 2022, the last day of trading of the Company’s Public Shares and units on the New York Stock Exchange will be December 1, 2022.2

~~Pursuant~~Item to5.07 ~~the~~Submission ~~Certificate~~ of ~~Incorporation,~~Matters ato ~~public stockholder may request that the Company redeem all or~~ a ~~portion~~Vote of ~~such~~Security ~~stockholder’s Public Shares for cash if either the Redemption Limit Elimination Proposal or the Early Termination Proposal is approved and implemented (a “Voluntary Redemption”)~~Holders. If either the Redemption Limit Elimination Amendment or the Early Termination Amendment is approved and implemented on December 1, 2022, the Company expects to complete such Voluntary Redemptions on or about December 2, 2022. Moreover, because the Company will not be able to complete a Business Combination by the Early Termination Date, the Company will be obligated to redeem the remaining Public Shares as promptly as possible but not more than ten business days after the Early Termination Date (a “Mandatory Redemption”). If the Early Termination Amendment Proposal is approved and the Early Termination Amendment is implemented, the Company expects to complete the Mandatory Redemptions on on or about December 6, 2022.

~~Forward-Looking~~On December ~~Statements~~1, 2022, the Company held the Stockholder Meeting to (a) eliminate the requirement that the Company retain at least $5,000,001 of net tangible assets following the redemption of the Company’s Class A common stock, par value $0.0001 per share, in connection with a Business Combination (as defined in the Certificate of Incorporation) and certain amendments to the Certificate of Incorporation (such proposal, the “Redemption Limit Elimination Proposal” and such amendment, the “Redemption Limit Elimination Amendment”), (b) change the date by which the Company must consummate a Business Combination from the Original Termination Date to the Early Termination Date (such proposal, the “Early Termination Proposal” and such amendment, the “Early Termination Amendment”), (c) approve the Early Termination Trust Agreement Proposal and (d) approve an adjournment proposal (such proposal, the “Adjournment Proposal”), each as more fully described in the definitive proxy statement filed by the Company with SEC on November 10, 2022.

~~This~~Holders ~~Current Report on Form 8-K includes certain forward-looking statements, including statements relating to the proposed early termination~~ of ~~the Company~~32, ~~anticipated redemptions~~992,879 ~~liquidation~~shares ~~and~~of ~~dissolution.~~common ~~These~~stock forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the receipt of the ~~requisite~~Company ~~stockholder~~held ~~approval to implement the amendments to the Certificate~~ of ~~Incorporation.~~record ~~These forward-looking statements speak only~~ as of ~~the~~November ~~date~~3, of2022, the ~~foregoing~~record ~~communication,~~date ~~and~~for the ~~Company~~Stockholder ~~expressly disclaims any obligation or undertaking~~Meeting, towere ~~disseminate~~present ~~any updates or revisions to any forward-looking statement contained herein to reflect any change~~ in ~~its~~person ~~expectations with regard thereto~~ or ~~any~~by ~~change in events~~proxy, ~~conditions~~representing orapproximately ~~circumstances on which any such statement is based~~76.34% ~~Please~~of ~~refer to~~ the ~~publicly filed~~voting ~~documents~~power of the Company,’s ~~including~~shares ~~its~~of ~~most~~common stock ~~recent~~as ~~Annual~~of ~~Report~~the onrecord ~~Form~~date ~~10-K~~for ~~and~~the ~~Quarterly~~Stockholder ~~Reports on Form 10-Q~~Meeting, ~~for risks~~ and ~~uncertainties~~ ~~related~~constituting toa ~~the~~quorum ~~Company’s~~for ~~business which may affect~~ the ~~statements~~transaction ~~made~~of ~~in this communication~~business.

~~Additional~~The stockholders ~~Information~~approved the Redemption Limit Elimination Proposal, the Early Termination Proposal and the Early Termination Trust Agreement Proposal (the “Proposals”).

OnThe ~~November~~voting ~~10,~~results ~~2022, the Company filed the Proxy Statement with the Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies~~ for the ~~Stockholder~~Proposals ~~Meeting.~~were ~~INVESTORS~~as AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Proxy Statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov. Copies will also be available free of charge to the public on, or accessible through, the Company’s corporate website under the heading “SEC Filings” at www.acii.atlascrestcorp.com.follows:

~~Participants~~The Redemption inLimit ~~the~~Elimination ~~Solicitation~~Proposal

The Company, Atlas Crest Investment II LLC, their respective directors and officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Stockholder Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement. You may obtain free copies of these documents using the sources indicated above.

For		Against		Abstain		Broker Non-Vote
32,660,666		212,034		50,179		0

~~About~~The Early ~~Atlas~~Termination ~~Crest Investment Corp. II~~Proposal

Atlas Crest Investment Corp. II is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. The Company is sponsored by an affiliate of Moelis & Company, a leading global financial advisor to corporate executives, boards, entrepreneurs, financial sponsors and governments. The management team is led by Ken Moelis, as Chairman, and Michael Spellacy, as Chief Executive Officer, both of whom have had careers centered around identifying, evaluating and implementing organic and inorganic transformational growth and value creation initiatives across a broad range of industries.

For		Against		Abstain		Broker Non-Vote
32,662,172		210,528		50,179		0

~~Item~~The Early ~~9.01.~~Termination ~~Financial~~Trust ~~Statements~~Amendment ~~and Exhibits.~~Proposal

(d) Exhibits. The following exhibits are filed with this Form 8-K:

For		Against		Abstain		Broker Non-Vote
32,662,172		210,528		50,179		0

Exhibit No.		Description of Exhibits
99.1		Press Release, dated November 16, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Company had solicited proxies in favor of an Adjournment Proposal which would have given the Company authority to adjourn the Stockholder Meeting to solicit additional proxies. As there were sufficient votes to approve the Redemption Limit Elimination Proposal, the Early Termination Proposal and the Early Termination Trust Agreement Proposal, the Adjournment Proposal was not presented to stockholders and was not voted upon at the Stockholder Meeting.

~~SIGNATURE~~Although the stockholders approved the Redemption Limit Elimination Proposal at the Stockholder Meeting, the Board determined that the Redemption Limit Elimination Amendment was not necessary and therefore the Redemption Limit Elimination Amendment was not filed with the Secretary of State of the State of Delaware.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

	Atlas Crest Investment Corp. II
	By:	/s/ Michael Spellacy
		Name:	Michael Spellacy
		Title:	Chief Executive Officer
Dated: November 16, 2022

Item 8.01

Other Events

On December 1, 2022, the Company filed the Early Termination Amendment with the Secretary of State of the State of Delaware and established December 1, 2022 as the Early Termination Date. As such, the last day of trading of the Company’s public shares and units on the New York Stock Exchange was on December 1, 2022. The Company is obligated to redeem all public shares as as promptly as possible but not more than ten business days after the Early Termination Date. The Company expects to complete such redemption on or about December 6, 2022.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		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
104		Cover Page Interactive Data File ( formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Atlas Crest Investment Corp. II

	By:	/s/ Michael Spellacy
		Name:	Michael Spellacy
		Title:	Chief Executive Officer

Dated: December 1, 2022

Filing Compare · Atlas Crest Investment Corp. II