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): August 18, 2021
Atlas Crest Investment Corp.
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-39668
|
|
85-2730902
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
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:
|
x
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on
which registered
|
|
|
|
|
|
Units, each consisting of
one share of Class A Common Stock and one-third of one Redeemable Warrant
|
|
ACIC. U
|
|
The New
York Stock Exchange
|
|
|
|
|
|
Class A Common Stock, par
value $0.0001 per share
|
|
ACIC
|
|
The New
York Stock Exchange
|
|
|
|
|
|
Warrants,
each exercisable for one share of Class A Common Stock for $11.50 per share
|
|
ACIC WS
|
|
The New
York Stock Exchange
|
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 7.01 Regulation FD Disclosure.
Attached
as Exhibit 99.1 hereto is the investor presentation that Atlas Crest Investment Corp. (“Atlas”) and Archer Aviation
Inc., a Delaware corporation (“Archer”) have prepared for use in connection with the proposed business combination (the
“Business Combination”) of Atlas and Archer.
The
foregoing is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section,
nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 8.01 Other Events.
On
August 18, 2021, Atlas issued a press release entitled “Atlas Crest Investment Corp. Announces Special Meeting Date to Approve
Proposed Business Combination with Archer Aviation,” in which Atlas announced that it has scheduled a special meeting of its stockholders
(the “Special Meeting”) to approve
the Business Combination. The press release is attached hereto as Exhibit 99.2.
Important Information for Investors and Stockholders and Where to
Find It
In connection with the proposed
Business Combination, Atlas has filed with the SEC a registration statement on Form S-4, including a definitive proxy statement/prospectus
(the “Proxy Statement”), which was declared effective by the SEC on August 11, 2021. The Proxy Statement was first mailed
to the stockholders of the Company on or about August 12, 2021, seeking their approval of the respective Business Combination-related
proposals. Investors and security holders and other interested parties are urged to read the Proxy Statement, and any amendments or supplements
thereto and any other documents filed with the SEC when they become available, carefully and in their entirety because they contain important
information about Atlas, Archer and the proposed Business Combination. Investors and security holders may obtain free copies of the Proxy
Statement and other documents filed with the SEC by Atlas through the website maintained by the SEC at http://www.sec.gov. The
information contained on, or that may be accessed through, the website referenced in this Current Report on Form 8-K (this “Current
Report”) is not incorporated by reference into, and is not a part of, this Current Report.
No Offer or Solicitation
This Current Report does not
constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction
in connection with the proposed Business Combination among Archer and Atlas or any related transactions, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful.
Any offering of securities or solicitation of votes regarding the proposed Business Combination will be made only by means of a definitive
proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act of 1933, as amended
(the “Securities Act”) and Securities Exchange Act, of 1934, as amended (the “Exchange Act”), or pursuant to an
exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.
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 includes the definitive
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 the businesses of Atlas and Archer 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 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 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 Aero LLC; 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 Business Combination or in the future, and those factors discussed in Atlas’
definitive proxy statement/prospectus dated August 11, 2021, 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 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.
Item 9.01 Financial
Statements and Exhibits.
†
|
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.
|
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.
|
Atlas Crest Investment Corp.
|
|
|
|
|
By:
|
/s/ Michael Spellacy
|
|
|
Name:
|
Michael Spellacy
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
Dated: August 19, 2021
|
|
|
Atlas Crest Investment (NYSE:ACIC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Atlas Crest Investment (NYSE:ACIC)
Historical Stock Chart
From Sep 2023 to Sep 2024