United States securities and exchange commission logo
August 2, 2022
Michael Spellacy
Chief Executive Officer
Atlas Crest Investment Corp. II
399 Park Avenue, 5th Floor
New York, New York 10022
Re: Atlas Crest
Investment Corp. II
Form 10-K for the
Fiscal Year Ending December 31, 2021
Filed March 18,
2022
File No. 001-39999
Dear Michael Spellacy:
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 the 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 the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ending December 31, 2021
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, please revise your disclosure in future
filings to include
disclosure that addresses how this fact could impact your ability to
complete your initial
business combination. For instance, discuss the risk to investors that
you may not be able to
complete an initial business combination with a U.S. target
company should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose
that as a result, the pool of potential targets with which you could
complete an initial
business combination may be limited. Further, disclose that the time
necessary for
government review of the transaction or a decision to prohibit the
transaction could
prevent you from completing an initial business combination and require
you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
of the investment
opportunity in a target company, any price appreciation in the combined
Michael Spellacy
Atlas Crest Investment Corp. II
August 2, 2022
Page 2
company, and the warrants, which would expire worthless. Please include
an example of
your intended disclosure in your response.
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 Babette Cooper, Staff Accountant, at 202-551-3396 or
Robert Telewicz,
Accounting Branch Chief, at 202-551-3438 if you have questions.
Sincerely,
FirstName LastNameMichael Spellacy
Division of
Corporation Finance
Comapany NameAtlas Crest Investment Corp. II
Office of Real Estate
& Construction
August 2, 2022 Page 2
cc: Chris Callesano
FirstName LastName