On
November 10, 2022, the Company filed a definitive proxy statement (the “Proxy Statement”), relating to a special meeting
of the 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 with 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 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 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 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, 2021, by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation,
as trustee (“Continental”) 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 the Early Termination Date (such
proposal, the “Early Termination Trust Amendment Proposal”); and (iv) a 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) 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
Proposal.
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.
Pursuant to the Certificate
of Incorporation, a public stockholder may request that the Company redeem all or a portion of such 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”). 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 Statements
This
Current Report on Form 8-K includes certain forward-looking statements, including statements relating to the proposed early termination
of the Company, anticipated redemptions, liquidation and dissolution. 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 implement the amendments to the Certificate of Incorporation. 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.
Additional Information
On
November 10, 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 Meeting. INVESTORS 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.
Participants in the Solicitation
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.
About Atlas Crest Investment Corp. II
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.