Atlas Crest Investment Corp. II to Hold Special Meeting of Stockholders to Obtain Approval to Terminate Before Year-End
November 16 2022 - 5:24PM
Business Wire
Atlas Crest Investment Corp. II (NYSE: ACII.U, ACII) (the
“Company”) will be holding a Special Meeting of stockholders on
December 1, 2022, at 10:30 a.m., Eastern Time, at the offices of
Kirkland & Ellis LLP, located at 601 Lexington Avenue, 50th
Floor, New York, New York 10022 (the “Special Meeting”). At this
Special Meeting, stockholders will be asked to vote on, among other
matters, a proposal to amend the Company’s amended and restated
certificate of incorporation (the “Charter”), which would, if
implemented, allow the Company to redeem all of its outstanding
public shares prior to December 30, 2022, in advance of the
automatic termination date of February 8, 2023 (such earlier
termination date, the “early termination date”).
If approved by stockholders at the Special Meeting, the Board of
Directors of the Company expects to file the amendment to the
Charter on December 1, 2022 and establish December 1, 2022 as the
early termination date. If the amendment to the Charter is
implemented following stockholder approval, 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 Company’s Charter, a public stockholder may
request that the Company redeem all or a portion of such
stockholder’s public shares for cash if the proposed amendment to
the Charter is approved and the Charter is amended (a “voluntary
redemption”). If the amendment to the Charter is implemented on
December 1, 2022, the Company expects to complete such voluntary
redemption on or about December 2, 2022. Moreover, because the
Company will not be able to complete an initial 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 amendment to
the Charter is implemented following stockholder approval, the
Company expects to complete the mandatory redemption on or about
December 6, 2022.
For more information, please see the definitive proxy statement
filed by the Company with the Securities and Exchange Commission
(the “SEC”) on November 10, 2022.
Specific procedures regarding redemptions can be found in the
definitive proxy statement. Holders of the Company’s units must
elect to separate the underlying public shares and public warrants
prior to exercising redemption rights. There will be no redemption
rights or liquidating distributions with respect to the Company’s
warrants, which will expire worthless at the early termination date
if the amendment to the Charter is approved by stockholders and
implemented. Stockholders are encouraged to contact their brokerage
firm or bank or the Company’s transfer agent for additional
information regarding redemption procedures.
Forward-Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, 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 effect the proposed amendment to the
Charter. 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 a definitive proxy
statement with the SEC in connection with its solicitation of
proxies for the Special Meeting. INVESTORS AND SECURITY HOLDERS OF
THE COMPANY ARE URGED TO READ THE DEFINITIVE 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 definitive 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
Special 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20221116006049/en/
PR Contact Alyssa Castelli Atlas Crest Investment Corp.
II T: +1 212 883 3802 alyssa@atlascrestcorp.com Nicholas Nickerson
Atlas Crest Investment Corp. II nick@atlascrestcorp.com
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