Atlas Crest Investment Corp. II Files Preliminary Proxy Statement To Obtain Stockholder Approval For Early Liquidation

Atlas Crest Investment Corp. II (NYSE:ACII, ", ACII", , or 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.

Since its IPO on February 4, 2021, ACII management has conducted a rigorous search for appropriate targets, evaluating over 130 companies with the goal of completing a business combination that met its investment criteria. ACII management has thoroughly evaluated current adverse market conditions including unconducive capital markets, an overall decline in the SPAC market and a limited pool of public company-ready business combinations interested in pursuing a business combination via a SPAC, which have complicated efforts to find an appropriate target. ACII management has also reviewed recent changes in U.S. tax law that could create tax liabilities in connection with stockholder redemptions after December 31, 2022. As a result of these factors, ACII believes that it is in the best interests of its stockholders to liquidate the Company early.

ACII will seek a vote in favor of amendments to the Company's Certificate of Incorporation from stockholders at a special meeting to be held later this year. As part of that process, the holders of public shares will have an opportunity to submit their shares for redemption, subject to the provisions of ACII's Charter.

For more information, please see the Preliminary Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on October 25, 2022.