Item
7.01 Regulation FD Disclosure.
On
February 10, 2021, the management of Atlas and Archer held a presentation via webcast regarding the Business Combination (the
“Webcast”). A copy of the transcript for the Webcast is furnished hereto as Exhibit 99.4.
The
foregoing (including Exhibit 99.4) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject
to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act
or the Exchange Act, except as expressly set forth by specific reference in such filing. This Current Report on Form 8-K/A will
not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.4.
Additional
Information
In
connection with the Business Combination, Atlas intends to file with the U.S. Securities and Exchange Commission’s (“SEC”)
a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary prospectus
and preliminary proxy statement. Atlas will mail a definitive proxy statement/final prospectus and other relevant documents to
its shareholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final
prospectus or any other document that Atlas will send to its shareholders in connection with the Business Combination. Investors
and security holders of Atlas are advised to read, when available, the proxy statement/prospectus in connection with Atlas’
solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the Business Combination (and
related matters) because the proxy statement/prospectus will contain important information about the Business Combination and
the parties to the Business Combination. The definitive proxy statement/final prospectus will be mailed to shareholders of
Atlas as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies
of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a
request to: 399 Park Avenue New York, New York 10022.
Participants
in the Solicitation
Atlas,
Archer and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of Atlas’s shareholders in connection with the Business Combination.
Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination
of Atlas’ directors and officers in Atlas’ filings with the SEC, including the Registration Statement to be filed
with the SEC by Atlas, which will include the proxy statement of Atlas for the Business Combination, and such information and
names of Archer’s directors and executive officers will also be in the Registration Statement to be filed with the SEC by
Atlas, which will include the proxy statement of Atlas for the Business Combination.
Forward
Looking Statements
Certain
statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such
as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook” and similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements
regarding future events, the Business Combination between Atlas and Archer, the estimated or anticipated future results and benefits
of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully
consummate the Business Combination, future opportunities for the combined company, and other statements that are not historical
facts. These statements are based on the current expectations of Atlas’ management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be
relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Atlas and Archer. These statements are subject to a number of risks and uncertainties regarding Atlas’
businesses and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but
are not limited to, the early stage nature of Archer’s business and its past and projected future losses; Archer’s
ability to manufacture and deliver aircraft and its impact on the risk of investment; Archer’s dependence on United Airlines
for its current aircraft orders and development process, and the risk that United Airlines cancels its contracts with Archer;
risks relating to the uncertainty of the projections included in the model; the effectiveness of Archer’s marketing and
growth strategies, including its ability to effectively market air transportation as a substitute for conventional methods of
transportation; Archer’s ability to compete in the competitive urban air mobility and eVTOL industries; Archer’s ability
to obtain expected or required certifications, licenses, approvals, and authorizations from transportation authorities; Archer’s
ability to achieve its business milestones and launch products on anticipated timelines; Archer’s dependence on suppliers
and service partners for the parts and components in its aircraft; Archer’s ability to develop commercial-scale manufacturing
capabilities; regulatory requirements and other obstacles outside Archer’s control that slow market adoption of electric
aircraft, such as Archer’s inability to obtain and maintain adequate facilities and Vertiport infrastructure; Archer’s
ability to and hire, train and retain qualified personnel; risks related to Archer’s Aerial Ride Sharing Business operating
in densely populated metropolitan areas and heavily regulated airports; adverse publicity from accidents involving aircraft, helicopters
or lithium-ion battery cells; the impact of labor and union activities on Archer’s work force; losses resulting from indexed
price escalation clauses in purchase orders and cost overruns; regulatory risks related to evolving laws and regulations in Archer’s
industries; the inability of the parties to successfully or timely consummate the proposed business combination, including the
risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the
stockholders of Atlas Crest or Archer is not obtained; a decline in our securities following the business combination if it fails
to meet the expectations of investors or securities analysts; our inability to protect our intellectual property rights from unauthorized
use by third parties; our need for and the availability of additional capital; cybersecurity risks; the dual class structure of
our common stock, which will limit other investors’ ability to influence corporate matters; the amount of redemption requests
made by Atlas Crest’s public stockholders; the ability of Atlas Crest or the combined company to issue equity or equity-linked
securities in connection with the proposed business combination or in the future, and those factors discussed in Atlas Crest’s
final prospectus filed on October 29, 2020, under the heading “Risk Factors,” and other documents of Atlas Crest filed,
or to be filed, with the SEC. If any of these risks materialize or if assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking statements. There may be additional risks that Atlas presently
does not know or that Atlas currently believes are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements provide Atlas’ expectations, plans or forecasts
of future events and views as of the date of this communication. Atlas anticipates that subsequent events and developments will
cause Atlas’ assessments to change. However, while Atlas may elect to update these forward-looking statements at some point
in the future, Atlas specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon
as representing Atlas’ assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Disclaimer
This
communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or
otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act.