Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
October 25 2022 - 5:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 25, 2022
Atlas Crest Investment Corp. II
(Exact name of registrant as specified in its charter)
Delaware |
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001-39999 |
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85-2730902 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
399
Park Avenue, 5th Floor
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:
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¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 |
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Trading
Symbol(s) |
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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 |
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ACII. U |
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The New York Stock Exchange |
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Class A Common Stock, par value $0.0001 per share |
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ACII |
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The New York Stock Exchange |
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Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share |
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ACII WS |
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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. ¨
Atlas Crest Investment
Corp. II (the “Company”) announced today that it has filed a preliminary proxy statement to seek stockholder approval
to adopt amendments 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
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.
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Atlas Crest Investment Corp. II |
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By: |
/s/ Michael Spellacy |
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Name: |
Michael Spellacy |
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Title: |
Chief Executive Officer |
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Dated: October 25, 2022 |
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