Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
            Standard; Transfer of Listing.

As announced on October 25, 2022, Atlas Crest Investment Corp. II (the "Company") is seeking approval of the Company's stockholders to adopt an amendment to its Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to allow the Company to redeem all of its outstanding public shares and liquidate no later than December 30, 2022, in advance of the automatic termination date in its current Certificate of Incorporation of February 8, 2023. In the event that stockholders approve the proposed amendment to the Certificate of Incorporation, such amendment is filed and the public shares are redeemed, the Company's warrants (NYSE: ACII WS) will expire worthless.

Following such announcement, on October 26, 2022, the New York Stock Exchange (the "NYSE") notified the Company, and publicly announced, that the NYSE determined to commence proceedings to delist the Company's warrants from the NYSE and that trading in the Company's warrants would be suspended immediately, due to trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. As a result of the expected expiration of the warrants described above, the Company does not intend to appeal the NYSE's determination.





Forward-Looking Statements

This Current Report on Form 8-K includes certain forward-looking statements. These 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 stockholder approval to effect this proposed transaction. These forward-looking statements speak only as of the date of the foregoing communication, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to the Company's business which may affect the statements made in this communication.

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