ATLAS CREST INVESTMENT CORP. II : Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 1, 2022, Atlas Crest Investment Corp. II (the "Company") held a special meeting of its stockholders (the "Stockholder Meeting") to approve certain amendments to its amended and restated certificate of incorporation (the "Certificate of Incorporation") and the Investment Management Trust Agreement, dated February 3, 2021 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, as trustee ("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").

At the Stockholder Meeting, the stockholders of the Company approved a proposal to amend the Trust Agreement (such proposal, the "Early Termination Trust Agreement Proposal" and such amendment, the "Early Termination Trust Agreement Amendment") to change the date on which Continental must commence liquidation of the trust account established in connection with the Company's initial public offering from the Original Termination Date to such other date as shall be determined by the board of 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 required 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").

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

The foregoing description is qualified in its entirety by reference to the full text of the Early Termination Trust Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

                                       2

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 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.

Holders of 32,992,879 shares of common stock of the Company held of record as of November 3, 2022, the record date for the Stockholder Meeting, were present in person or by proxy, representing approximately 76.34% of the voting power of the Company's shares of common stock as of the record date for the Stockholder Meeting, and constituting a quorum for the transaction of business.

The stockholders approved the Redemption Limit Elimination Proposal, the Early Termination Proposal and the Early Termination Trust Agreement Proposal (the "Proposals").

The voting results for the Proposals were as follows:

The Redemption Limit Elimination Proposal

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

The Early Termination Proposal

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

The Early Termination Trust Amendment Proposal

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

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.

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.

                                       3


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)




                                       4

© Edgar Online, source Glimpses