RELATED PARTY TRANSACTIONS	3 Months Ended
Mar. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 23, 2020, the Sponsor paid $25,000 in consideration for 7,187,500 shares of Class B common stock (the “Founder Shares”). In February 2021, the Company effected a stock dividend of 0.2 shares for each issued and outstanding share of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock issued and outstanding. The Sponsor agreed to forfeit up to an aggregate of 1,125,000 shares, on a pro rata basis, to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The over-allotment option was exercised in full on February 8, 2021; thus, these shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination, or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note - Related Party On December 29, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company received proceeds of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier 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 of December 31, 2021, the Company was due $20,000 from the Sponsor for an overadvancement of reimbursable expenses which has been repaid on February 7, 2022. The due from Sponsor balance as of December 31, 2021 is included in prepaid expenses and other current assets in the accompanying balance sheet. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended March 31, 2022 and 2021, $30,000 and $20,000 of administrative support expenses were incurred, respectively. See Note 6, under Business Combination Marketing Agreement, for additional related party transactions.

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2022

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On December 23, 2020, the Sponsor paid $25,000 in consideration for 7,187,500 shares of Class B common stock (the “Founder Shares”). In February 2021, the Company effected a stock dividend of 0.2 shares for each issued and outstanding share of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock issued and outstanding. The Sponsor agreed to forfeit up to an aggregate of 1,125,000 shares, on a pro rata basis, to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The over-allotment option was exercised in full on February 8, 2021; thus, these shares are no longer subject to forfeiture.

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination, or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

Promissory Note - Related Party

On December 29, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company received proceeds of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier 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 of December 31, 2021, the Company was due $20,000 from the Sponsor for an overadvancement of reimbursable expenses which has been repaid on February 7, 2022. The due from Sponsor balance as of December 31, 2021 is included in prepaid expenses and other current assets in the accompanying balance sheet.

Administrative Support Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended March 31, 2022 and 2021, $30,000 and $20,000 of administrative support expenses were incurred, respectively.

See Note 6, under Business Combination Marketing Agreement, for additional related party transactions.

Atlas Crest Investment Corp. II 10-Q