Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
August 12 2021 - 6:05AM
Edgar (US Regulatory)
Filed by Atlas Crest Investment Corp.
pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Atlas Crest Investment Corp.
(Commission File No. 001-39668)
Date: August 11, 2021
The following post was published on Archer Aviation Inc.’s
LinkedIn page on August 10, 2021.
The following post was published on Archer Aviation
Inc.’s LinkedIn page on August 11, 2021.
Additional Information
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.
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