Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

Atlas Crest Investment Corp. II (the "Company") issued an unsecured promissory note (the "Note"), dated August 25, 2022, in the amount of up to $300,000 to Atlas Crest Investment II LLC (the "Sponsor"). The proceeds of the Note will be used for costs in connection with the Company's initial business combination and as general working capital.

The Note bears no interest and is payable in full upon the consummation of the Company's initial business combination (the "Maturity Date"). A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which case the Note may be accelerated. The Company shall have no obligation to repay the Note if the Company is wound up and no initial business combination is consummated. At the election of Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into a number of warrants to purchase shares of common stock, par value $0.0001 per share, of the Company (the "Conversion Warrants") equal to: (x) the portion of the principal amount of the Note being converted, divided by (y) $1.50. Any Conversion Warrants issued will be identical to the warrants issued by the Company to the Sponsor in a private placement upon consummation of the Company's initial public offering. The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.

Item 9.01 Financial Statements and Exhibits.






(d)  Exhibits



Exhibit Number   Description

  10.1             Promissory Note, dated August 25, 2022, issued by Atlas Crest
                 Investment Corp. II to Atlas Crest Investment II LLC
104              Cover Page Interactive Data File

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