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 23, 2021
Atlas Crest Investment Corp.
(Exact name of registrant as specified in its charter)
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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:
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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 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.
Item 9.01 Financial
Statements and Exhibits.
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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: August 24, 2021
Exhibit 99.1
Archer Expands Business
Leadership Team, Hiring Tosha Perkins as Chief
People Officer and Andy
Missan as Chief Legal Officer
Perkins and Missan bring
decades of professional experience as Archer continues to grow its leadership team ahead of listing on the NYSE
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As Chief People Officer, Perkins will drive talent development and acquisition while
amplifying Archer’s culture on a global scale, reporting to co-CEO Adam Goldstein
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With decades of General Counsel experience in prominent technology companies, Missan
will oversee Archer’s legal function, reporting to co-CEO Brett Adcock
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New hires round out Archer’s leadership team, supporting the company as they bring an electric vertical
takeoff and landing (eVTOL) aircraft to market and usher in a new era of sustainable travel
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PALO ALTO, CA.,
August 23, 2021 - California-based Archer Aviation Inc. (“Archer'' or
the “Company”), a leading Urban Air Mobility company and developer of all-electric vertical takeoff and landing (“eVTOL”)
aircraft, today announced two new hires: Tosha Perkins, who has joined the company as Chief People Officer and Andy Missan, who
has joined as Chief Legal Officer. In her role, Perkins will manage hiring efforts and develop the company culture as Archer
continues to grow its industry-leading team. Missan will bring robust strategic legal guidance, as Archer transitions to a public company
following the completion of the proposed business combination with Atlas Crest Investment Corp. (“Atlas Crest”) (NYSE: ACIC),
which is expected to close this fall.
As Archer continues to grow, Perkins will focus
on recruiting the best engineers, business leaders, finance minds, and more. With years of experience with large public company human
resources and talent recruitment, she will craft talent acquisition strategies to build strong pipelines for future hiring needs, promoting
diversity, equality and inclusion (DE&I) in the workplace, and designing and evaluating career paths to meet the company’s business
goals. Perkins’ addition will help bolster Archer’s team with new talent who will help lead the way to the company’s
planned commercial launch in 2024.
Prior to joining Archer, Perkins was the Chief Human
Resources Officer and Senior Vice President at McDermott International Inc, where she was globally responsible for all human resources
functions and supported 40,000 employees across 54 countries. Prior to McDermott International Inc, Perkins held leadership roles at several
large consulting firms, including Slalom and Accenture. Perkins earned her B.S. in psychology from Texas State University and a Ph.D.
from Alliant International University in industrial/organizational psychology.
“While I have held various human resource
positions throughout my career, it's incredibly rare to step into a startup that has already assembled an amazing team of some of the
finest minds in its industry,” said Tosha Perkins. “I'm honored to be trusted with expanding the tremendous talent at Archer
and to support the company's work towards a more sustainable future.”
In his new role, Missan will manage all aspects
of Archer’s legal affairs, including corporate governance, compliance, strategic contracts, litigation, government affairs, and regulatory
matters. His deep experience in the legal profession will support Archer's business efforts, as well as help navigate the novel legal issues
in the burgeoning Urban Air Mobility market.
Missan previously served as Executive Vice President
and General Counsel at Fitbit, where he helped guide the company through complex legal challenges during a tremendous period of growth
from private to public company, and ultimately worked with Fitbit’s finance and management teams to complete the sale of Fitbit.
Prior to Fitbit, he built legal departments as General Counsel in a number of cutting-edge technology companies, including Bytemobile,
MobiTV and Danger. Missan graduated from Oberlin College where he earned his B.A. in Government, and earned a J.D. from Northwestern Pritzker
School of Law.
“It’s an
exhilarating opportunity to join Archer and continue to develop the legal function for a team that is creating such a transformational
product and defining a new industry," Missan said.
“As Archer continues to
grow as a company, leadership support will become more important than ever. Adding Tosha and Andy will not only continue our superior
hiring history, but will also bring an industry perspective that will be instrumental in Archer’s development,” said Adam
Goldstein, Archer co-founder and co-CEO. “With increased legal and human resource support, we are bolstering the team we need for
certification and beyond.”
“We took our time hiring into these key
leadership positions with the hopes of finding the perfect fit for our growing company, and recruiting Tosha and Andy proved to be worth
the wait,” said Brett Adcock, Archer co-founder and co-CEO. “With combined decades of experience in their respective fields,
we are confident that they will provide the necessary foundation for the continued growth of Archer.”
Archer is expected to close its merger
with Atlas Crest this fall, adding to a year of significant milestones. Most notably, Archer recently unveiled its demonstrator aircraft,
Maker, which allowed consumers worldwide to virtually step inside the aircraft and envision a trip in Archer’s commercial aircraft
ahead of its planned commercial launch in 2024.
Now, the company’s
focus is geared towards certification and its commercial launch in approximately three years’ time. Continue to follow along
with Archer’s journey via www.archer.com.
About Archer
Archer’s mission
is to advance the benefits of sustainable air mobility. Archer’s goal is to move people throughout the world's cities in a quick,
safe, sustainable, and cost-effective manner. Archer is designing and developing electric vertical takeoff and landing (eVTOL) aircraft
for use in Urban Air Mobility. Archer's team is based in Palo Alto, CA. To learn more, visit www.archer.com.
For Media
Louise Bristow
Archer
C: 818 398 8091
louise.bristow@archer.com
archer@launchsquad.com
Andrea Hurst
Moelis & Company
C: 347 583 9705
andrea.hurst@moelis.com
About Atlas Crest
Atlas Crest Investment Corp. (NYSE: ACIC) is a special purpose
acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses
and is sponsored by an affiliate of Moelis & Company, a leading global financial advisor to corporate executives, boards, entrepreneurs,
financial sponsors and governments. The management team is led by Ken Moelis, Chairman, and Michael Spellacy, Chief Executive Officer, both
of whom have had careers centered around identifying, evaluating and implementing organic and inorganic transformational growth and value
creation initiatives across a broad range of industries. Atlas Crest priced its $500 million initial public offering on October 27, 2020.
Forward Looking Statements
Certain statements made in this press release 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 Crest 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 Crest 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 Crest
and Archer. These statements are subject to a number of risks and uncertainties regarding the businesses of Atlas Crest 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 workforce; 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
Crest 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
Crest’s public stockholders; the ability of Atlas Crest 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 Crest’s definitive
proxy statement/prospectus, dated August 11, 2021 under the heading “Risk Factors,” filed with the SEC on August 11,
2021. 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 Crest nor Archer presently know or
that Atlas Crest 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 Crest’s and Archer’s expectations,
plans or forecasts of future events and views as of the date of this press release. Atlas and Archer anticipate that subsequent
events and developments will cause Atlas Crest’s and Archer’s assessments to change. However, while Atlas Crest and
Archer may elect to update these forward-looking statements at some point in the future, Atlas Crest and Archer specifically disclaim
any obligation to do so. These forward-looking statements should not be relied upon as representing Atlas Crest’s or
Archer’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
Important Information for Investors and Stockholders and Where to
Find It
In connection with the proposed business
combination, Atlas Crest filed a registration statement on Form S-4, which was declared effective by the SEC on August 11, 2021. The definitive
proxy statement/prospectus was first mailed to the stockholders of Atlas Crest on August 12, 2021. Investors and security holders of Atlas
Crest are urged to read the definitive proxy statement/prospectus, and any amendments or supplements thereto carefully and in their entirety
because they contain important information about Atlas Crest, Archer and the proposed business combination. Investors and security holders
may obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC by Atlas Crest through the website
maintained by the SEC at www.sec.gov. The information contained on, or that may be accessed through, the websites
referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Atlas Crest, Archer, Atlas Crest’s 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 Crest’s stockholders in connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the names, and interests in the business combination of certain of Atlas
Crest’s directors and officers in Atlas Crest’s filings with the SEC, including the definitive proxy statement/prospectus.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation of any vote or approval in any jurisdiction in connection with
the transaction 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 the definitive proxy statement/prospectus.
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