Units, each consisting of oneClass A ordinary share,$0.0001 par value, and one-fourth of one redeemable warrant false 0001836176 0001836176 2021-10-12 2021-10-12 0001836176 atmr:UnitsEachConsistingOfOneClassAOrdinaryShare0.0001ParValueAndOneFourthOfOneRedeemableWarrant2Member 2021-10-12 2021-10-12 0001836176 atmr:ClassAOrdinaryShare0.0001ParValue1Member 2021-10-12 2021-10-12 0001836176 atmr:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds18.00Member 2021-10-12 2021-10-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 12, 2021

 

 

Altimar Acquisition Corp. II

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-39994   98-1571400
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

40 West 57th Street

33rd Floor

New York, New York 10019

(Address of principal executive offices, including zip code)

(212) 287-6767

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant   ATMR.U   New York Stock Exchange
Class A ordinary share, $0.0001 par value   ATMR   New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share   ATMR.WS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 8.01. Other Events.

Beginning on October 12, 2021, in connection with Altimar Acquisition Corp. II’s (“Altimar II” or the “Company”) pending business combination (the “Business Combination”) with Fathom Holdco, LLC (“Fathom OpCo”), Fathom OpCo and Altimar II will hold meetings with investors to review the proposed transaction and provide certain updates with respect to Fathom OpCo’s business. A copy of the presentation (the “Presentation”) that Altimar II and Fathom OpCo prepared for use in connection with these meetings is attached as Exhibit 99.1 hereto. The Presentation contains certain business and financial updates with respect to Fathom OpCo, including Fathom OpCo’s preliminary unaudited estimated range of revenue for the nine months ended September 30, 2021 prepared by Fathom OpCo’s management team.

Additional Information about the Business Combination and Where to Find It:

The Company has filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which includes a preliminary proxy statement/prospectus of the Company, and each party will file other documents with the SEC regarding the proposed transaction. A definitive proxy statement/prospectus will also be filed with the SEC and sent to the shareholders of the Company, seeking required shareholder approvals. Before making any voting or investment decision, investors and security holders of the Company are urged to carefully read the entire Registration Statement and definitive proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge from the Company at atmr.altimaracquisition.com. Alternatively, these documents, when available, can be obtained free of charge from the Company upon written request to Altimar Acquisition Corp. II, 40 West 57th Street, 33rd Floor, New York, New York 10019, or by calling 212-287-6767.

Forward Looking Statements

Some of the statements, estimates, preliminary unaudited financial results or projections contained in this document are “forward-looking statements” that involve risks, uncertainties and assumptions, including, but not limited to, statements concerning Fathom OpCo’s preliminary unaudited estimated range of revenue for the nine months ended September 30, 2021. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are statements that could be deemed forward-looking. These statements are based on current expectations, estimates, forecasts and projections about Fathom OpCo’s business and the industry in which Fathom OpCo operates and the beliefs and assumptions of Fathom OpCo’s management. We have tried, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “anticipate,” “forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook” and similar expressions of future intent or the negative of such terms. Actual results could differ materially from those contemplated by such forward-looking statements. All subsequent written or oral forward-looking statements attributable to Altimar II, Fathom OpCo or persons acting on their behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company and Fathom OpCo, including those set forth in the “Risk Factors” section of the Registration Statement, the “Risk Factors” section of the Company’s registration statement and final prospectus relating to the Company’s initial public offering filed with the SEC on February 5, 2021 and Item 1A. Risk Factors of the Company’s Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on June 1, 2021. Copies are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update such forward-looking statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by applicable law.

 

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Participants in the Solicitation

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders with respect to the Business Combination. A list of the names of the Company’s directors and executive officers and a description of their interests in the Company is contained in the Registration Statement and the Company’s registration statement on Form S-1, which was filed with the SEC on February 5, 2021, and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Altimar Acquisition Corp. II, 40 West 57th Street, 33rd Floor, New York, New York 10019, or by calling (212) 287-6767.

Fathom OpCo and its respective managers and executive officers may also be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is set forth in the Registration Statement.

Non-Solicitation

The disclosure herein is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a definitive document.

 

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

 

Exhibit
No.
  

Description

99.1    Investor Presentation, dated October 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ALTIMAR ACQUISITION CORP. II

Date: October 12, 2021   By:  

/s/ Wendy Lai

    Name: Wendy Lai
    Title: Chief Financial Officer

 

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