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): April 6,
2021 (April 6, 2021)
Atlas Crest Investment Corp.
(Exact name of registrant as specified in its charter)
Delaware
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001-39668
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85-2730902
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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399 Park Avenue
New York, New York 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 883-3800
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:
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x
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
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ACIC.U
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The New York Stock Exchange
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Class A Common Stock, par value $0.0001 per share
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ACIC
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The New York Stock Exchange
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Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
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ACIC WS
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The New York Stock Exchange
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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 x
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.
On February 10, 2021,
Atlas Crest Investment Corp. (“Atlas”) and Archer Aviation Inc. (“Archer”) announced a proposed
business combination. On April 6, 2021, Wisk Aero LLC (“Wisk”) brought a lawsuit against Archer in United States
District Court in the Northern District of California alleging misappropriation of trade secrets and patent infringement.
Atlas has been informed by
Archer that it has placed an employee on paid administrative leave in connection with a government investigation and a search warrant
issued to the employee, which Archer believes are focused on conduct prior to the employee joining Archer. Atlas has also been informed
that Archer and three other Archer employees with whom the individual worked have received subpoenas relating to this investigation.
Atlas is reviewing these matters.
Additional Information
This
communication may be deemed solicitation material in respect of the proposed business combination between Atlas and Archer (the “Business
Combination”). This communication does not constitute a solicitation of any vote or approval. In connection with the proposed
Business Combination, Atlas has filed on March 8, 2021 a Registration Statement on Form S-4 (the “Registration Statement”)
with the U.S. Securities and Exchange Commission’s (“SEC”), which includes a preliminary prospectus and preliminary
proxy statement. Atlas may also file other documents with the SEC regarding the Business Combination. 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.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Atlas Crest Investment Corp.
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By:
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/s/ Michael Spellacy
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Name:
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Michael Spellacy
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Title:
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Chief Executive Officer
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Dated: April 6, 2021
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