Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
August 15 2022 - 5:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |
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¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q
¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR |
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For Period Ended: June 30, 2022 |
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¨ Transition Report on Form 10-K |
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¨ Transition Report on Form 20-F |
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¨ Transition Report on Form 11-K |
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¨ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing Form. Please Print
or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained
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If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
ATLAS CREST INVESTMENT CORP. II
Full name of Registrant
N/A
Former name if Applicable
399 Park Avenue, 5th Floor
Address of Principal Executive Office (Street
and number)
New York, New York 10022
City, State and Zip Code
PART II — RULE 12b-25
(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
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(a) |
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The reasons described in reasonable detail
in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,
Form 11-K, FORM N-CEN or Form N- CSR, or portion thereof will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached
if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q,
10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Atlas Crest Investment Corp. II (the “Company”) has determined that it is unable, without unreasonable effort or expense,
to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (the “Q2 2022 Form 10-Q”) by the prescribed
filing date due to the reasons described below.
The Company is working diligently to complete the Q2 2022 Form 10-Q as soon as possible;
however, due to ongoing review of the valuation treatment to be applied to stock-based compensation awarded to the Company’s independent
directors in June 2022, the Company is unable to complete and file the Q2 2022 Form 10-Q by the required due date of August 15, 2022 without
unreasonable effort and expense. The Company does, however, expect to file such report within five calendar days thereof.
Forward-Looking Statements
This notification contains “forward-looking statements.”
These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Such statements reflect management’s current expectations based on currently available operating, financial and competitive information,
but are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated in
or implied by the forward-looking statements. Our forward-looking statements are generally identified with words such as “anticipate,”
“believe,” budgeted,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,”
“projection,” “scheduled,” “should,” or other similar words. Risks, uncertainties and assumptions
that could affect our forward-looking statements include, among other things the risk related to the impact of the COVID-19 pandemic
in geographic regions or markets served by us, or where our operations are located, including the risk of global recession and the other
risk factors that have been listed from time to time in the Company’s SEC reports, and will be listed from time to time in the
Company’s SEC reports.
All forward-looking statements included in this notification should
be considered in the context of these risks. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Investors and prospective investors are cautioned not
to place undue reliance on such forward-looking statements.
PART IV — OTHER INFORMATION
(1) |
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Name and telephone number of person
to contact in regard to this notification. |
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Michael
Spellacy |
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212 |
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883-4648 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
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Have all other periodic reports required
under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify
report(s). ☒ Yes ☐ No |
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(3) |
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Is it anticipated that any significant
change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof? ☐ Yes ☒ No |
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If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the
results cannot be made. |
Atlas Crest Investment Corp. II
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 15, 2022 |
By: |
/s/ Michael
Spellacy |
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Michael Spellacy |
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Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive
officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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