ACII Atlas Crest Investment Corp II

Filed: 17 May 21, 7:54am





Washington, D.C. 20549









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 incorporation)
File Number)
 (IRS Employer
Identification No.)


399 Park Avenue

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)
 ¨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 



 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 ACII WS The New York Stock Exchange


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


On April 12, 2021, the Securities and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants that warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. Atlas Crest Investment Corp. II (“Atlas II”) has previously classified its private placement warrants and public warrants (collectively, the “warrants”) as equity. For a full description of Atlas II’ warrants, please refer to Atlas II’ final prospectus filed in connection with its initial public offering (“IPO”) on October 29, 2020 (“Final Prospectus”).


On May 13, 2021, the Audit Committee of the Board of Directors of the Atlas II concluded, after discussion with the Atlas II’s management, that Atlas II’s audited balance sheet as of February 8, 2021 filed as Exhibit 99.1 to Atlas II’s Current Report on Form 8-K filed with the SEC on February 12, 2021 (the “Form 8-K”) should no longer be relied upon due to changes required to reclassify the Warrants as liabilities to align with the requirements set forth in the Statement. Atlas II plans to reflect this reclassification of the Warrants for in its upcoming Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, to be filed with SEC.


None of the above changes will have any impact on Atlas II’s cash position and cash held in the trust account.







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: May 17, 2021