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                              August 2, 2022

       Michael Spellacy
       Chief Executive Officer
       Atlas Crest Investment Corp. II
       399 Park Avenue, 5th Floor
       New York, New York 10022

                                                        Re: Atlas Crest
Investment Corp. II
                                                            Form 10-K for the
Fiscal Year Ending December 31, 2021
                                                            Filed March 18,
2022
                                                            File No. 001-39999

       Dear Michael Spellacy:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to the comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to the comment, we may have additional comments.

       Form 10-K for the Fiscal Year Ending December 31, 2021

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, please revise your disclosure in future
                                                        filings to include
disclosure that addresses how this fact could impact your ability to
                                                        complete your initial
business combination. For instance, discuss the risk to investors that
                                                        you may not be able to
complete an initial business combination with a U.S. target
                                                        company should the
transaction be subject to review by a U.S. government entity, such as
                                                        the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
                                                        prohibited. Disclose
that as a result, the pool of potential targets with which you could
                                                        complete an initial
business combination may be limited. Further, disclose that the time
                                                        necessary for
government review of the transaction or a decision to prohibit the
                                                        transaction could
prevent you from completing an initial business combination and require
                                                        you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
                                                        of the investment
opportunity in a target company, any price appreciation in the combined
 Michael Spellacy
Atlas Crest Investment Corp. II
August 2, 2022
Page 2
      company, and the warrants, which would expire worthless. Please include
an example of
      your intended disclosure in your response.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      You may contact Babette Cooper, Staff Accountant, at 202-551-3396 or
Robert Telewicz,
Accounting Branch Chief, at 202-551-3438 if you have questions.



                                                          Sincerely,
FirstName LastNameMichael Spellacy
                                                          Division of
Corporation Finance
Comapany NameAtlas Crest Investment Corp. II
                                                          Office of Real Estate
& Construction
August 2, 2022 Page 2
cc:       Chris Callesano
FirstName LastName