Item 8.01 Other Events.
As
previously announced, Wisk Aero LLC (“Wisk”) has brought a lawsuit against Archer in United States District Court in
the Northern District of California alleging misappropriation of trade secrets and patent infringement. On June 1, 2021, Archer filed
a motion to dismiss and counterclaims and issued a press release in response to Wisk’s allegations. Atlas is continuing to review
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 (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; risks and costs associated with the ongoing litigation with Wisk; 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/A 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.
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.