Item 8.01 Other Events.
On
August 23, 2021, Archer Aviation Inc., a Delaware corporation (“Archer”) issued a press release entitled “Archer
Expands Business Leadership Team, Hiring Tosha Perkins as Chief People Officer and Andy Missan as Chief Legal Officer,” in
which Archer announced the hiring of Tosha Perkins as the chief people officer and Andy Missan as the general counsel of Archer and
of the combined company following the completion of the business combination of Atlas Crest Investment Corp. (“Atlas”)
with Archer (the “Business Combination”). The press release is attached hereto as Exhibit 99.1.
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.