ATLAS CREST INVESTMENT CORP. II: Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant

Atlas Crest Investment Corp. II (the “Company”) has issued an unsecured promissory note (the “Note”), dated February 3, 2022in an amount of $750,000 at Atlas Crest Investment II LLC (the Godfather “). Proceeds from the Note will be used for costs related to the Company’s initial business combination and as general working capital.

The Note bears no interest and is payable in full upon the completion of the Company’s initial business combination (the “Maturity Date”). Failure to pay Principal on the Maturity Date will be considered an Event of Default, in which case the Note may be accelerated. The Company will have no obligation to redeem the Note if the Company is liquidated and no initial business combination is completed. At the option of the Limited Partner, all or a portion of the unpaid principal amount of the note may be converted into a number of warrants to purchase Common Shares, par value $0.0001 per share, of the Company (the “Conversion Warrants”) equal to: (x) the part of the principal amount of the converted Note, divided by (y) $1.50. All conversion warrants issued will be identical to the warrants issued by the Company to the Sponsor pursuant to a private placement upon the completion of the Company’s initial public offering. The Conversion Warrants and their underlying securities benefit from the registration rights set out in the Note.

A copy of the note is attached as Schedule 10.1 to this current Report on Form 8-K and is incorporated herein by reference. The information provided in this Section 2.03 is intended as a summary only and is qualified in its entirety by reference to the note.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

Exhibit Number   Description

                   Promissory Note, dated February 3, 2022, issued by Atlas Crest
  10.1           Investment Corp. II to Atlas Crest Investment II LLC

                 Cover Page Interactive Data File ( formatted in Inline XBRL and
104              contained in Exhibit 101)

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