ACII SEC filings, in plain English

• SC 13G/A25 January 20230000902664-23-000645
• 15-12G19 December 20220001104659-22-128078
• 25-NSE6 December 20220000876661-22-001096
• 8-K1 December 20220001104659-22-123714
• 8-K17 November 20220001104659-22-119620
• DEFA14A16 November 20220001104659-22-119608
• 25-NSE10 November 20220000876661-22-000963
• DEF 14A10 November 20220001104659-22-116670

  What changed: Atlas Crest Investment Corp. II called a special meeting for December 1, 2022 at 10:30 A.M. Eastern Time at Kirkland & Ellis LLP, on an Early Termination Proposal changing the deadline from February 8, 2023 to a board-determined date, a Redemption Limit Elimination Proposal and an Early Termination Trust Amendment, so the Company can wind up and redeem all Public Shares no later than December 30, 2022. Redemption pays the trust balance including interest net of taxes payable and up to $100,000 of interest for dissolution expenses, with a further amount deductible at the final dissolution. Why it matters: Winding up two months early returns capital before the 1% excise tax window opens on January 1, 2023, protecting roughly ten cents a share at par. The detail worth noting is that up to $100,000 of net interest may be deducted at the Early Termination redemption and again at the final dissolution, so holders who remain to the second stage bear that cost twice. Eliminating the redemption limit is what permits a full return of the trust.

• 25-NSE10 November 20220000876661-22-000965
• 10-Q9 November 20220001104659-22-116523
  What changed vs 2022-08-19trust $345.6M → $347.3M +0%
  trust account, combination deadline, going-concern doubt +31 moved · 5 with no prior record of ours

  Trust account

  $345.6M→$347.3M

  SpacBrain reads this as $1,726,986 was added to the trust between the two filings.

  The clause …“​ 196,939 ​ 532,085 Total current assets ​ ​ 505,859 ​ ​ 657,389 Investments held in Trust Account ​ 347,314,019 ​ 345,095,241 TOTAL ASSETS ​ $ 347,819,878 ​ $ 345,752,630 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ DEFICIT ​ ​ ​ ​ ​ ​”…

  Combination deadline

  2023-02-08 · unchanged

  The clause …“needs, obtain approval for an extension of the deadline or complete a Business Combination by February 8, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date”…

  Going-concern doubt

  stated · unchanged

  The clause …“condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments”…

  Sponsor loans outstanding

  $300K · unchanged

  The clause …“of September 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $ 300,000 was repaid at the closing of the Initial Public Offering on February 8, 2021. Due from Sponsor As”…

  Mandate language

  we intend to target businesses larger than we could acquire … · unchanged

  Redeemable shares

  34.5M · unchanged

  The clause …“at September 30, 2022 and December 31, 2021; no shares outstanding (excluding 34,500,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021 ​ — ​ — Class B common stock, $ 0.0001 par value; 20,000,000”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• DEFA14A28 October 20220001104659-22-112519
• 8-K26 October 20220001104659-22-111598
• 8-K25 October 20220001104659-22-111236
• PRE 14A25 October 20220001104659-22-111226
• DFAN14A25 October 20220001104659-22-111240
• 8-K26 August 20220001104659-22-095212
• 10-Q19 August 20220001104659-22-092961
  What changed vs 2022-05-12trust $345.0M → $345.6M +0%
  trust account, combination deadline, going-concern doubt +31 moved · 5 with no prior record of ours

  Trust account

  $345.0M→$345.6M

  SpacBrain reads this as $552,739 was added to the trust between the two filings.

  The clause …“​ 321,488 ​ 532,085 Total current assets ​ ​ 531,808 ​ ​ 657,389 Investments held in Trust Account ​ 345,587,033 ​ 345,095,241 TOTAL ASSETS ​ $ 346,118,841 ​ $ 345,752,630 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ DEFICIT ​ ​ ​ ​ ​ ​”…

  Combination deadline

  2023-02-08 · unchanged

  The clause …“needs, obtain approval for an extension of the deadline or complete a Business Combination by February 8, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date”…

  Going-concern doubt

  stated · unchanged

  The clause …“condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments”…

  Sponsor loans outstanding

  $300K · unchanged

  The clause …“of September 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $ 300,000 was repaid at the closing of the Initial Public Offering on February 8, 2021. Due from Sponsor As”…

  Mandate language

  we intend to target businesses larger than we could acquire … · unchanged

  Redeemable shares

  34.5M · unchanged

  The clause …“at June 30, 2022 and December 31, 2021; no shares outstanding (excluding 34,500,000 shares subject to possible redemption) at June 30, 2022 and December 31, 2021 ​ — ​ — Class B common stock, $ 0.0001 par value; 20,000,000 shares”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• UPLOAD17 August 20220000000000-22-008772
• CORRESP15 August 20220001104659-22-091292
• NT 10-Q15 August 20220001104659-22-091381
• UPLOAD2 August 20220000000000-22-008128
• 316 June 20220001104659-22-072047
• 8-K3 June 20220001104659-22-068139
• 10-Q12 May 20220001104659-22-058945
  What changed vs 2021-11-05trust $345.1M → $345.0M -0%
  trust account, combination deadline, going-concern doubt +31 moved · 5 with no prior record of ours

  Trust account

  $345.1M→$345.0M

  SpacBrain reads this as $36,337 left the trust between the two filings.

  The clause …“​ 395,536 ​ 532,085 Total current assets ​ ​ 814,677 ​ ​ 657,389 Investments held in Trust Account ​ 345,034,294 ​ 345,095,241 TOTAL ASSETS ​ $ 345,848,971 ​ $ 345,752,630 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ DEFICIT ​ ​ ​ ​ ​ ​”…

  Combination deadline

  2023-02-08 · unchanged

  The clause …“needs, obtain approval for an extension of the deadline or complete a Business Combination by February 8, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date”…

  Going-concern doubt

  stated · unchanged

  The clause …“condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments”…

  Sponsor loans outstanding

  $300K · unchanged

  The clause …“of September 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $ 300,000 was repaid at the closing of the Initial Public Offering on February 8, 2021. Due from Sponsor As”…

  Mandate language

  we intend to target businesses larger than we could acquire … · unchanged

  Redeemable shares

  34.5M · unchanged

  The clause …“at March 31, 2022 and December 31, 2021; no shares outstanding (excluding 34,500,000 shares subject to possible redemption) at March 31, 2022 and December 31, 2021 ​ — ​ — Class B common stock, $ 0.0001 par value; 20,000,000 shares”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-K18 March 20220001104659-22-035194
  What changed vs 2021-03-29trust $12.1M → $345.1M +2758%going concern APPEAREDmandate language changed
  trust account, going-concern doubt, mandate language +23 moved · 2 with no prior record of ours

  Trust account

  $12.1M→$345.1M

  SpacBrain reads this as $333,020,241 was added to the trust between the two filings.

  The clause …“​ ​ 657,389 ​ ​ 325,000 Deferred offering costs ​ — ​ ​ 60,000 Investments held in Trust Account ​ ​ 345,095,241 ​ ​ — Total Assets ​ $ 345,752,630 ​ $ 385,000 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' (Deficit) Equity: ​ ​ ​ ​”…

  Going-concern doubt

  not stated→stated

  SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.

  The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2021, the Company had $125,304 in cash held outside of the Trust”…

  Mandate language

  we may pursue an initial business combination in any industr…→we intend to target businesses larger than we could acquire …

  Combination deadline

  not previously extracted→2023-02-08

  The clause …“their Public Shares in conjunction with any such amendment. The Company will have until February 8, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within”…

  Sponsor loans outstanding

  $300K · unchanged

  The clause …“of $300,000 to cover expenses related to the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 was repaid at the closing of the Initial Public Offering on February 8, 2021. Transaction costs”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• SC 13G14 February 20220001104659-22-022686
• SC 13G/A9 February 20220000902664-22-001252
• 8-K4 February 20220001104659-22-012124
• SC 13G28 January 20220001193125-22-021381
• 311 January 20220001104659-22-003308
• 8-K27 December 20210001104659-21-153628
• 10-Q/A27 December 20210001104659-21-153313
• 10-Q/A27 December 20210001104659-21-153310
• 10-Q/A27 December 20210001104659-21-153309
• 8-K/A21 December 20210001104659-21-151839
• 8-K29 November 20210001104659-21-144507
• 10-Q5 November 20210001104659-21-134528
  What changed vs 2021-08-16trust $345.0M → $345.1M +0%shares 32.4M → 34.5M +6%
  trust account, redeemable shares, combination deadline +32 moved · 4 with no prior record of ours

  Trust account

  $345.0M→$345.1M

  SpacBrain reads this as $40,875 was added to the trust between the two filings.

  The clause …“​ 878,723 ​ 325,000 Deferred offering costs ​ ​ — ​ ​ 60,000 Investments held in Trust Account ​ ​ 345,070,631 ​ ​ — Total Assets ​ $ 345,949,354 ​ $ 385,000 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' (Deficit) Equity: ​ ​ Current”…

  Redeemable shares

  32.4M→34.5M

  SpacBrain reads this as 2,085,130 more shares carry a redemption right.

  The clause …“of Class A common stock issued or outstanding , respectively, including 34,500,000 shares of Class A common stock subject to possible redemption at September 30, 2021. Class B common stock — The Company is authorized to issue up”…

  Combination deadline

  2023-02-08 · unchanged

  The clause …“their Public Shares in conjunction with any such amendment. The Company will have until February 8, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within”…

  Going-concern doubt

  stated · unchanged

  The clause …“interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of September 30, 2021, the Company had $ 254,152 in cash held outside of the Trust Account and working capital of $ 700,023 .”…

  Sponsor loans outstanding

  $300K · unchanged

  The clause …“of September 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $ 300,000 was repaid at the closing of the Initial Public Offering on February 8, 2021. Administrative”…

  Mandate language

  we intend to target businesses larger than we could acquire … · unchanged

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 325 October 20210001104659-21-129589
• 8-K20 October 20210001104659-21-128118
• 10-Q16 August 20210001104659-21-106474
  What changed vs 2021-05-24trust $345.0M → $345.0M +0%going concern APPEAREDshares 32.9M → 32.4M -1%
  trust account, going-concern doubt, redeemable shares +33 moved · 3 with no prior record of ours

  Trust account

  $345.0M→$345.0M

  SpacBrain reads this as $11,896 was added to the trust between the two filings.

  The clause …“​ 1,226,427 ​ 325,000 Deferred offering costs ​ ​ — ​ ​ 60,000 Investments held in Trust Account ​ ​ 345,029,756 ​ ​ — Total Assets ​ $ 346,256,183 ​ $ 385,000 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity: ​ ​ Current”…

  Going-concern doubt

  not stated→stated

  SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.

  The clause …“significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements”…

  Redeemable shares

  32.9M→32.4M

  SpacBrain reads this as 477,126 shares are no longer redeemable.

  The clause …“of uncertain future events. As of June 30, 2021 and December 31, 2020, 32,414,870 and 0 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the”…

  Combination deadline

  2023-02-08 · unchanged

  The clause …“their Public Shares in conjunction with any such amendment. The Company will have until February 8, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within”…

  Sponsor loans outstanding

  $300K · unchanged

  The clause …“of September 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $ 300,000 was repaid at the closing of the Initial Public Offering on February 8, 2021. Administrative”…

  Mandate language

  we intend to target businesses larger than we could acquire … · unchanged

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

The complete ACII filing history on EDGAR