Filed by Atlas Crest Investment Corp.
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Atlas Crest Investment Corp.
Commission File No. 001-39668
Date: February 11, 2021
CNBC on YouTube report: Transcript
Corporate Participants:
Brett Adcock, Co-Founder and Co-CEO of Archer
Adam Goldstein, Co-Founder and Co-CEO of Archer
The following is a
transcript of a CNBC on YouTube report
United Airlines orders
200 electric vertical aircraft
Joe Kernen:
United Airlines meanwhile making a big bet on the future of flying, think Jetsons and Urban Air Mobility and I hear things like
that it just makes me nervous. Phil, the things unless you unless you perfect anti-gravity, it just makes me nervous anyway what
are you talking about?
Phil LeBeau:
Joe, you don't believe in eVTOL's electric vertical takeoff and landing aircraft? It is the future and certainly United thinks
it's a big part of the future. Today, in a leading uh one of the startups in the eVTOL space Archer is announcing that it is going
to be going public through a SPAC that is being backed by United Airlines, Stellantis that is the Peugeot Fiat-Chrysler company
that just merged, proceeds from this SPAC 1.1 billion dollars. This is a company that is developing eVTOL aircraft with delivery
starting in 2024. Just a reminder again eVTOLs, basically you're looking at Urban Air Mobility aircraft can carry up to four passengers,
they are piloted, it's not like it's autonomous at this point, United ordering 200 of these from Archer with an expected range
of up to 60 miles, so think about being in downtown New York and then zipping out to LaGuardia here are the co-CEOs of the Archer
talking with us yesterday.
Brett Adcock:
We want this to be a really affordable means for a mass market transportation solution. We believe our entry point in the market
will be around three dollars per passenger mile.
Adam Goldstein:
It's really pretty incredible to think about how big this market can be. The partnership with United really gives us a chance to
get to market first and really helps us accelerate our timeline.
Phil LeBeau:
United ordering 200 of these in a 1 billion order so they are ordering 200 of these Archer eVTOLs, now the first delivery is expected
in 2024, still unclear from United if it will operate these, if its partner, its regional airline partner Mesa will operate these,
that still needs to be sorted out down the road but make no mistake this is a big new big deal for United guys saying we will have
Urban Air Mobility vehicles in our future so theoretically you could be going from somewhere in downtown or from Hollywood to LAX
and zip out there as opposed to taking a car share service, it could be part of the entire United experience.
Shepard Smith:
Shepard Smith here, thanks for watching CNBC on YouTube.
Additional Information
In connection with the
proposed business combination between Atlas Crest Investment Corp. (“Atlas”) and Archer Aviation Inc. (“Archer”)
(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.
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