SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CAA 1 LLC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/03/2021	3. Issuer Name and Ticker or Trading Symbol Atlas Crest Investment Corp. II [ ACII.U ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	8,625,000(2)(3)	(1)	D

1. Name and Address of Reporting Person* CAA 1 LLC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Atlas Crest II Manager LLC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Managing Member

Explanation of Responses:

1. As described in the registrant's registration statement on Form S-1 (File No. 333-251893) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the registrant's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

2. These shares represent Class B common stock held by the Reporting Person including an aggregate up to 1,125,000 shares that are subject to forfeiture by the Reporting Person to the extent that the underwriter's over-allotment is not exercised in full or in part.

3. Kenneth Moelis is the sole managing member Atlas Crest II Manager LLC, the managing member of the Reporting Person. Mr. Moelis has voting and investment discretion with respect to the common stock held of record by the Reporting Person. Mr. Moelis disclaims any beneficial ownership of any shares held by the Reporting Person except to the extent of his ultimate pecuniary interest he may have therein, directly or indirectly.

	/s/ Kenneth Moelis /s/ Kenneth Moelis, the Managing Member of Atlas Crest II Manager LLC /s/ Kenneth Moelis, the Managing Member of Atlas Crest II Manager LLC, the Managing Member of Atlas Crest Investment II LLC	02/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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