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): July 29, 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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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 1.01 Entry Into A Material Definitive Agreement.
Amended and Restated Business Combination
Agreement
As
previously disclosed, on February 10, 2021, Atlas Crest Investment Corp., a Delaware corporation (“Atlas”), entered into
a Business Combination Agreement (the “Original BCA”), by and among Atlas, Artemis Acquisition Sub Inc., a Delaware corporation
(“Artemis Merger Sub”), and Archer Aviation Inc., a Delaware corporation (“Archer”), pursuant to which Artemis
Merger Sub will merge with and into Archer, with Archer as the surviving company in the merger and, after giving effect to such merger,
continuing as a wholly-owned subsidiary of Atlas (the “Merger”).
On
July 29, 2021, Atlas, Artemis Merger Sub and Archer entered into an Amended and Restated Business Combination Agreement (the “A&R
BCA”) to amend certain terms of the Original BCA, including, among other things, to (i) provide that outstanding shares
of common stock and preferred stock of Archer will be converted into a right to receive a number of shares of Atlas common stock determined
on the basis of a revised implied Archer equity value of $1,480,000,000, (ii) modify the definition of “Company Material Adverse
Effect” to specify certain additional exceptions to that definition, (iii) provide that the ability of the Atlas board of directors
to change its recommendation to Atlas stockholders in favor of the transactions contemplated by the A&R BCA is limited to circumstances
in which a Company Material Adverse Effect (as defined in the A&R BCA) has occurred and (iv) extend to October 10, 2021
the date on which either Atlas or Archer may terminate the A&R BCA if the Business Combination has not been consummated by such date.
The
A&R BCA and the transactions contemplated thereby (collectively, the “Business Combination”) were approved by the boards
of directors of each of Atlas and Archer. The Business Combination is expected to close in the third quarter of 2021, following the receipt
of the required approval by Atlas’ stockholders and the fulfillment of other customary closing conditions.
A
copy of the A&R BCA is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference,
and the foregoing description of the A&R BCA is qualified in its entirety by reference thereto. The A&R BCA contains representations,
warranties and covenants that the respective parties made to each other as of the date of the Original BCA, the A&R BCA and/or other
specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among
the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating
such agreement. The representations, warranties and covenants in the A&R BCA are also modified in important part by the underlying
disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally
applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts.
Atlas does not believe that these schedules contain information that is material to an investment decision.
Sponsor Letter Agreement
As
previously disclosed, on February 10, 2021, (i) Atlas, (ii) Atlas Crest Investment LLC, a Delaware limited liability company
(the “Sponsor”), (iii) Archer and (iv) Kenneth Moelis, Michael Spellacy, Taylor Rettig, Christopher Callesano,
David Fox, Emanuel Pearlman, Eileen Murray and Todd Lemkin, each of whom in this clause (iv) is a member of Atlas’ board of
directors and/or management (the “Letter Agreement Individuals”), entered into a Sponsor Letter Agreement (the “Original
Sponsor Letter Agreement”).
Concurrently
with the execution of the A&R BCA, the parties to the Original Sponsor Agreement entered into an Amended and Restated Sponsor
Letter Agreement (the “A&R Sponsor Letter Agreement”) to amend certain terms of the Original Sponsor Letter
Agreement. Among other things, the Sponsor has agreed to subject 1,875,000 of its Atlas new Class A shares at the effective time of
the Merger to certain vesting and forfeiture conditions, on the terms and subject to the conditions set forth in the A&R Sponsor
Letter Agreement.
A
copy of the A&R Sponsor Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference, and the foregoing description of the A&R Sponsor Letter Agreement is qualified in its entirety by reference thereto.
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 a Registration Statement on Form S-4 (as may be amended from time to time, 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, the Sponsor 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’ Registration Statement, 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 shall not constitute an offer to sell or the solicitation of an offer to buy any
securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number
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Description
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2.1†
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Amended and Restated Business Combination Agreement, dated
as of July 29, 2021, by and among Atlas Crest Investment Corp., Artemis Acquisition Sub Inc. and Archer Aviation Inc.
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10.1
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Amended and Restated Sponsor Letter Agreement, dated as of
July 29, 2021, by and among Atlas Crest Investment Corp., Atlas Crest Investment LLC, Archer Aviation Inc., and certain individuals
named therein.
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†
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Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
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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: July 29, 2021
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