Item 4.02 Non-Reliance on
Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021,
the Securities and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”)
informing market participants that warrants issued by special purpose acquisition companies (“SPACs”) may require classification
as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. Atlas Crest Investment
Corp. (“Altas”) has previously classified its private placement warrants and public warrants (collectively, the “warrants”)
as equity. For a full description of Atlas’ warrants, please refer to Atlas’ final prospectus filed in connection with its
initial public offering (“IPO”) on October 29, 2020 (“Final Prospectus”).
On May 5, 2021, Management
of Atlas and the Audit Committee of the Board of Directors of Atlas determined that Atlas’ previously filed audited balance sheet
related to its IPO dated October 30, 2020 and its audited financial statements for the year ended December 31, 2020 (the “Affected
Periods”) should no longer be relied upon due to changes required for alignment with the SEC’s Public Statement. The SEC’s
Public Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many
entities.” The Public Statement indicated that when one or more of such features is included in a warrant, the warrant “should
be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” Following consideration
of the guidance in the Public Statement, while the terms and quantum of the warrants as described in the Final Prospectus have not changed,
Atlas concluded the warrants do not meet the conditions to be classified in equity and instead, the warrants meet the definition of a
derivative under ASC 815, under which Atlas should record the warrants as liabilities on Atlas’ balance sheet. Atlas has discussed
this approach with its independent registered public accounting firm, Marcum LLP, and intends to file an amendment to its Annual Report
on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 8, 2021 (the “Amended 10-K”)
reflecting this reclassification of the warrants for the Affected Periods. Atlas is working diligently to finalize the valuation of the
warrants and file the Amended 10-K as soon as practicable. The adjustments to the financial statement items for the Affected
Periods will be set forth through expanded disclosure in the financial statements included in the Amended 10-K, including further
describing the restatement and its impact on previously reported amounts.
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 (the “Business Combination”) between Atlas and Archer Aviation Inc.
(“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 of 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 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; impact of
the COVID-19 pandemic on Archer’s business and the global economy; 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
Archer’s securities following the business combination if it fails to meet the expectations of investors or securities
analysts; Archer’s inability to protect its intellectual property rights from unauthorized use by third parties;
Archer’s need for and the availability of additional capital; cybersecurity risks; the dual class structure of Archer’s
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, and Annual Report on Form 10-K as of and for the year ended December 31, 2020, in each
case, 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 neither Atlas nor Archer presently know or that Atlas and
Archer currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Atlas’ and Archer’s expectations, plans or forecasts of
future events and views as of the date of this communication. Atlas and Archer anticipate that subsequent events and developments
will cause Atlas’ and Archer’s assessments to change. However, while Atlas and Archer may elect to update these
forward-looking statements at some point in the future, Atlas and Archer specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as representing Atlas’ or Archer’s assessments as of any date
subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking
statements.