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                             May 17, 2021

       Christopher Callesano
       Chief Financial Officer
       Atlas Crest Investment Corp. II
       399 Park Ave.
       New York, NY 10022

                                                        Re: Atlas Crest
Investment Corp. II
                                                            Form 8-K filed May
17, 2021
                                                            File No. 001-39999

       Dear Mr. Callesano:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Form 8-K filed May 17, 2021

       Item 4.02, page 2

   1.                                                   Please tell us why your
filing does not include a statement of whether the audit committee,
                                                        or the board of
directors in the absence of an audit committee, or authorized officer or
                                                        officers, discussed
with the registrant   s independent accountant the matters disclosed in
                                                        the filing in
accordance with Item 4.03(a)(3); or revise accordingly.
               We remind you that the company and its management are
responsible for the accuracy
       and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
       action by the staff.

              You may contact William Demarest, Staff Accountant at
202-551-3432 if you have any
       questions.




                             Sincerely,
 Christopher Callesano
Atlas Crest Investment Corp. II
May 17, 2021
Page 2
FirstName LastNameChristopher Callesano
Comapany NameAtlas Crest Investment Corp. II
                                               Division of Corporation Finance
May 17, 2021 Page 2                            Office of Real Estate &
Construction
FirstName LastName