Atlas Crest Investment Corp. II Files Preliminary Proxy Statement to Obtain Stockholder Approval for Early Liquidation
26 10월 2022 - 6:17AM
Business Wire
Atlas Crest Investment Corp. II (NYSE: ACII.U, “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.
Forward-Looking Statements
The foregoing communication includes certain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements relating to the proposed
early unwind of the Company. These forward-looking statements
involve many risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
such statements, including, without limitation, the receipt of the
requisite stockholder approval to effect this proposed transaction.
These forward-looking statements speak only as of the date of the
foregoing communication, and the Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of the Company,
including its most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, for risks and uncertainties related to the
Company’s business which may affect the statements made in this
communication.
Additional Information
On October 25, 2022, ACII filed a preliminary proxy statement
with the SEC in connection with its solicitation of proxies for its
special meeting of stockholders. Prior to the special meeting, ACII
will file with the SEC and furnish to stockholders a definitive
proxy statement, together with a proxy card. INVESTORS AND SECURITY
HOLDERS OF ACII ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS ACII FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of the definitive proxy statement (including any amendments or
supplements thereto) and other documents filed with the SEC through
the web site maintained by the SEC at www.sec.gov. Copies will also
be available free of charge to the public on, or accessible
through, the Company’s corporate website under the heading “SEC
Filings” at acii.atlascrestcorp.com.
Participants in the Solicitation
ACII, its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of
proxies from stockholders in connection with the special meeting.
Additional information regarding the identity of these potential
participants and their direct or indirect interests, by security
holdings or otherwise, is set forth in the preliminary proxy
statement for the special meeting that was filed on October 25,
2022, and will be set forth in the definitive proxy statement and
other materials to be filed with the SEC in connection with the
special meeting. You may obtain free copies of these documents
using the sources indicated above.
About Atlas Crest Investment Corp. II
Atlas Crest Investment Corp. II is a special purpose acquisition
company formed for the purpose of effecting a merger, stock
purchase or similar business combination with one or more
businesses. The Company is sponsored by an affiliate of Moelis
& Company, a leading global financial advisor to corporate
executives, boards, entrepreneurs, financial sponsors and
governments. The management team is led by Ken Moelis, as Chairman,
and Michael Spellacy, as Chief Executive Officer, both of whom have
had careers centered around identifying, evaluating and
implementing organic and inorganic transformational growth and
value creation initiatives across a broad range of industries.
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version on businesswire.com: https://www.businesswire.com/news/home/20221025006099/en/
PR Contact Alyssa Castelli Atlas Crest Investment Corp.
II T: +1 212 883 3802 alyssa@atlascrestcorp.com
IR Contact Nicholas Nickerson Atlas Crest Investment
Corp. II nick@atlascrestcorp.com
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