Item 8.01 Other Events.
On
September 7, 2021, Archer Aviation Inc. (“Archer”) announced that the Federal Aviation Administration (“FAA”)
approved and signed a G-1 Issue Paper: Certification Basis (the “G-1 Certification Basis”) relating to its all-electric vertical
takeoff and landing (“eVTOL”) aircraft. Archer has been actively engaged with the FAA through its Center for Emerging Concepts &
Innovation and the Los Angeles Aircraft Certification Office to establish the airworthiness and environmental requirements necessary for
FAA Type Certification of its eVTOL aircraft. The receipt of the G-1 Certification Basis enables Archer to move further down the runway towards
its goal of obtaining an FAA Type Certification for its eVTOL aircraft.
The
G-1 Certification Basis is based on the FAA's certification standards contained in 14 C.F.R. Part 23. With Part 23 as
the foundation, the G-1 Certification Basis sets forth the specific Airworthiness Standards and Environmental Standards required for FAA
Type Certification. With these requirements now established, Archer can focus on finalizing its G-2 Issue Paper with the FAA,
which will set forth the means of compliance to meet the requirements set forth in the G-1 Issue Paper. Archer has been working
on the means of compliance for the G-2 Issue Paper with the FAA since earlier this year, as well as the necessary testing and methods
required to demonstrate the safety and compliance of its aircraft. As this technology develops, Archer will continue to adjust its processes
to address such developments and any further refinements by the FAA. A press release relating to this announcement is attached as
Exhibit 99.1 hereto.
Important Information for Investors and Stockholders and Where to
Find It
In
connection with the proposed business combination (the “Business Combination”) with Archer, Atlas Crest Investment Corp.
(“Atlas”) (NYSE: ACIC) filed a registration statement on Form S-4, which was declared effective by the SEC on
August 11, 2021, and a supplement to the definitive proxy statement/prospectus on August 30, 2021. The definitive proxy
statement/prospectus was first mailed to the stockholders of Atlas on August 12, 2021, and the supplement to the definitive
proxy statement/prospectus, including a revised proxy card, was first mailed to the stockholders of Atlas on or about
August 30, 2021. Investors and security holders of Atlas are urged to read the definitive proxy statement/prospectus, and any
amendments or supplements thereto (including the supplement to the definitive proxy statement/prospectus) carefully and in their
entirety because they contain important information about Atlas, Archer and the proposed Business Combination. Investors and
security holders may obtain copies of the definitive proxy statement/prospectus, the supplement to the definitive proxy
statement/prospectus and other documents filed with the SEC by Atlas 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 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 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 and the supplement
to the definitive proxy statement/prospectus.
Participants in the Solicitation
Atlas,
Archer, Atlas’ 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’ 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’ directors and officers in Atlas’ filings with the SEC, including the definitive
proxy statement/prospectus and the supplement to the definitive proxy statement/prospectus.
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 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 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 proposed Business Combination or in the future,
and those factors discussed in Atlas’ 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 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.