Atlas Crest’s Board Recommends Stockholders
Vote “FOR” the Business Combination and “FOR” all of the related
proposals
All stockholders of Atlas Crest as of August 5,
2021 are encouraged to vote their shares in advance of the Special
Meeting
Stockholders who need assistance voting their
shares should contact Atlas Crest’s proxy solicitor, Morrow Sodali,
at 203-658-9400 or via email at
ACIC.Info@Investor.morrowsodali.com
Atlas Crest Investment Corp. (NYSE: ACIC) (“Atlas Crest”), a
special purpose acquisition company, today announced that Glass
Lewis, a leading independent proxy advisory firm, has issued a
report recommending that Atlas Crest stockholders vote in favor of
the previously announced business combination (the "Business
Combination Proposal") with Archer Aviation Inc. (“Archer''), a
leading developer of an urban air mobility ecosystem and
all-electric vertical takeoff and landing (“eVTOL”) aircraft. The
special meeting to approve the Business Combination Proposal and
other related proposals (the "Special Meeting") is scheduled to be
held on September 14, 2021 at 10:00 am ET.
Atlas Crest’s board of directors recommends stockholders vote
“FOR” the Business Combination and “FOR” all of the related
proposals.
Stockholders are encouraged to submit their vote as soon as
possible to ensure it is counted at the Special Meeting.
Stockholders that owned shares as of the August 5, 2021 record date
are urged to vote, even if they no longer own shares.
Every stockholder’s vote is
important, regardless of the number of shares the
stockholder holds.
Shareholder Vote Information
The Special Meeting will be held exclusively in a virtual
format. Additional details regarding the proposals and the Special
Meeting are available in the definitive proxy statement/prospectus
and the supplement to the definitive proxy statement/prospectus
relating to the Special Meeting. Stockholders can view Atlas
Crest’s definitive proxy statement/prospectus here and the
supplement to the definitive proxy statement/prospectus here.
If you are a stockholder of Atlas Crest as of August 5, 2021,
the record date for the Special Meeting, you may submit your vote
before the Special Meeting in any of the following ways:
- Use the toll-free number shown on your voting instruction
form;
- Visit the website shown on your voting instruction form to vote
via the Internet or;
- Complete, sign, date and return the enclosed proxy card in the
enclosed postage-paid envelope.
Stockholders of record can also vote their shares electronically
during the Special Meeting via live audio webcast by visiting
https://www.cstproxy.com/atlascrestcorp/sm2021. You will need the
control number that is printed on your proxy card to enter the
Special Meeting. Atlas Crest recommends that you log in at least 15
minutes before the Special Meeting to ensure you are logged in when
the meeting starts.
For more information on voting or to receive more information
about specific voting instructions, call or email Morrow Sodali at
203-658-9400 or ACIC.Info@Investor.morrowsodali.com.
Upon completion of the business combination, Atlas Crest will
change its name to “Archer Aviation Inc.” (“New Archer”) and New Archer’s Class A common stock
and public warrants are expected to begin trading on the New York
Stock Exchange under the symbols “ACHR” and “ACHR WS”,
respectively. The business combination, which was first announced
on February 10, 2021, has been unanimously approved by the boards
of directors of both Atlas Crest and Archer and is subject to the
approval by Atlas Crest’s stockholders and other customary
conditions.
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.
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.
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; 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 Crest 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, 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 Crest 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 Crest on
or about August 30, 2021. Investors and security holders of Atlas
Crest 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 Crest, 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 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 and the
supplement to 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 and the
supplement to the definitive proxy statement/prospectus.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210902005598/en/
For Media
Andrea Hurst Atlas Crest C: 347 583 9705
andrea@atlascrestcorp.com
Louise Bristow Archer C: 818 398 8091 louise.bristow@archer.com
archer@launchsquad.com
Atlas Crest Investment (NYSE:ACIC)
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Atlas Crest Investment (NYSE:ACIC)
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