Item 8.01 Other Events.
As
previously announced, Wisk Aero LLC (“Wisk”) has brought a lawsuit
against Archer Aviation Inc. (“Archer”) in United States District Court
in the Northern District of California alleging misappropriation of trade secrets and patent infringement. On June 23, 2021,
Archer filed an opposition to Wisk’s motion for a preliminary injunction and subsequently issued a press release relating to
the filing today. Atlas Crest Investment Corp. (“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 definitive 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 definitive 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 filed with the SEC by Atlas, which will
include the proxy statement/prospectus 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 the management of Atlas and Archer 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
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’ public
stockholders; the ability of Atlas 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’ final prospectus filed on
October 29, 2020, Annual Report on Form 10-K/A as of and for the year ended December 31, 2020 and the proxy statement/prospectus on Form S-4, as amended,
filed on June 7, 2021, in each case, under
the heading “Risk Factors,” and other documents of Atlas 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.