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): November 29, 2021
Atlas Crest Investment Corp. II
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39999 | | 85-2730902 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
399 Park Avenue
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:
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| | ¨ | 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 | | Trading Symbol(s) | | Name of each exchange on
which registered |
| | | | | |
| Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant | | ACII. U | | The New York Stock Exchange |
| | | | | |
| Class A Common Stock, par value $0.0001 per share | | ACII | | The New York Stock Exchange |
| | | | | |
| Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | | ACII WS | | 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.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In light of recent guidance, the management of Atlas Crest Investment Corp. II (“Atlas II,” “we,” “us” or “our”) has re-evaluated the application of ASC 480-10-S99-3A to Atlas II’s accounting classification of the redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in our initial public offering (the “IPO”) on February 3, 2021.
Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that Atlas II will consummate its initial business combination only if it has net tangible assets of at least $5,000,001.
Pursuant to such re-evaluation, our management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete Atlas II’s initial business combination.
On November 29, 2021, Atlas II’s management and the audit committee of Atlas II’s board of directors (the “Audit Committee”), after discussion with Marcum LLP (“Marcum”), Atlas II’s independent registered public accounting firm, concluded that Atlas II’s previously issued (i) audited balance sheet as of February 8, 2021 filed as Exhibit 99.1 to Atlas II’s Current Report on Form 8-K filed with the SEC on February 12, 2021 (the “Form 8-K”), (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021, (iii) unaudited interim financial statements included in Atlas II’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021, and (iv) unaudited interim financial statements included in Atlas II’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 5, 2021 (collectively, the “Affected Periods”), should no longer be relied upon and that it is appropriate to restate Atlas II’s financial statements for the Affected Periods. Accordingly, Atlas II will restate its financial statements for the Affected Periods in amendments to each of the filings listed above to be filed with the SEC as soon as practicable, to classify all Public Common Stock as temporary equity at redemption value and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be classified outside of permanent equity.
Atlas II does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.
Atlas II’s management has concluded that in light of the classification error described above, a material weakness exists in Atlas II’s internal control over financial reporting and that the Atlas II’s disclosure controls and procedures were not effective for all periods noted above. Atlas II’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q.
Atlas II’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.
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.
| | Atlas Crest Investment Corp. II |
| | | |
| | By: | /s/ Michael Spellacy |
| | | Name: | Michael Spellacy |
| | | Title: | Chief Executive Officer |
| | | |
| Dated: November 29, 2021 | | |
