Current Report Filing (8-k)
December 27 2021 - 5:04PM
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2021-12-21
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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): December 27, 2021 (December 21, 2021)
Atlas Crest Investment Corp. II
(Exact name of registrant as specified in its charter)
Delaware
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001-39999
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85-2730902
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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399
Park Avenue, 5th Floor
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
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ACII. U
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The New York Stock Exchange
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Class A Common Stock, par value $0.0001 per share
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ACII
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The New York Stock Exchange
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Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
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ACII WS
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The New York Stock Exchange
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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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) On December 21,
2021, David Fox resigned from the Board of Directors of Atlas Crest Investment Corp. II (the “Company”) for
personal reasons. Mr. Fox’s resignation was not the result of any disagreement with the Company. Mr. Fox was an independent
member of the Nominating and Governance Committee, the Compensation Committee, and the Audit Committee of the Board of Directors.
(b) On December 27,
2021, the Board of Directors (the “Board”) of the Company appointed Carrie McCabe as its third non-executive, independent
director. Ms. McCabe currently serves as the CEO of Lasair Advisors LLC, a strategic advisory firm, which she founded in 2000. Ms. McCabe
previously was Managing Director at $30 billion PAAMCO responsible for Global Strategy and a member of the Management Committee from 2016
to 2019. While at PAAMCO, she served as the CEO and CIO creating the new PAAMCO Select business which was focused on active long equity
solutions. Prior to PAAMCO, Ms. McCabe served as a Senior Advisor to McKinsey & Company’s global Asset Management
and Private Equity Practices from 2013 to 2016. In 2008, Ms. McCabe launched Lasair Capital, an institutional alternative asset management
firm, in strategic partnership with a Fortune 5 pension plan, with assets acquired by General Electric in 2013. Previously, Ms. McCabe
was President and CEO of Financial Risk Management where she led the Americas team of the $15 billion institutional hedge fund organization
and also served as a member of FRM’s Global Advisory Committee and Investment Committees. Prior to that, she was President and Chief
Executive Officer of Blackstone Alternative Asset Management, where she built multi-manager hedge fund investing into a core business
of Blackstone. Ms. McCabe began her career trading government securities at Bear Stearns where she was Managing Director. She then
joined Hong Kong and Shanghai Banking Corporation (HSBC) as Senior Vice President and Manager of Capital Markets, where she managed a
$25 billion balance sheet, and the sales and trading teams. Subsequently, she founded and served as President of Midland Investment Management,
the institutional money management affiliate of HSBC in the Americas. She then served as Principal at Mariner Investment Group, where
she created new company ventures in the alternative asset area. Ms. McCabe has served on the Board of Directors for organizations
including Stanford University’s Clayman Institute, The Segerstrom Center for the Arts, The International Association of Financial
Engineers, and Girls Inc. Ms. McCabe received her B.A. in Economics from Stanford University and MBA from Harvard Business School.
We believe Ms. McCabe’s experience building and leading businesses and financial structuring expertise make her well qualified
to serve on our board of directors.
The Board has determined
that Ms. McCabe is “independent” as that term is defined under the NYSE listing rules for purposes of serving on
the Board and committees and that she also satisfies the independence criteria set forth in Rule 10A-3 of the Securities Exchange
Act, as amended, for purposes of serving as an independent director on the audit committee. With the addition of Ms. McCabe
to the audit committee, the Company has three independent directors on its audit committee and one member has accounting or related financial
management expertise, as the Board interprets such qualifications in its business judgment, in compliance with Section 303A.07(a) of
the New York Stock Exchange corporate governance standards.
On December 27, 2021,
Ms. McCabe became a member of Atlas Crest Investment II LLC, our sponsor. The Company will reimburse Ms. McCabe for expenses
incurred in connection with her role as a non-executive director. In addition, Ms. McCabe and the Company have entered into an indemnification
agreement substantially in the form attached as Exhibit 10.5 to the Form 8-K filed by the Company with the Securities and Exchange
Commission on February 1, 2021.
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.
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Atlas Crest Investment Corp. II
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By:
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/s/ Michael Spellacy
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Name:
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Michael Spellacy
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Title:
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Chief Executive Officer
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Dated: December 27, 2021
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