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                              July 16, 2021

       Michael Spellacy
       Chief Executive Officer
       Atlas Crest Investment Corp.
       399 Park Avenue
       New York, NY 10022

                                                        Re: Atlas Crest
Investment Corp.
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed July 1, 2021
                                                            File No. 333-254007

       Dear Mr. Spellacy:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our June
21, 2021 letter.

       Amendment No. 3 to Registration Statement on Form S-4

       Proposal No. 1: The Business Combination Proposal
       Unaudited Prospective Financial Information, page 101

   1.                                                   We note that the
revised disclosure provided with regard to material estimates and
                                                        assumptions underlying
forecasted revenues. Expand this disclosure further to address the
                                                        factors or
contingencies that would affect forecasted revenue growth ultimately
                                                        materializing.
   2.                                                   You state that material
estimates and assumptions underlying projections of demand
                                                        volumes for Archer UAM
were developed working with Archer's data simulation team
                                                        that used third-party
data available to measure travel patterns in various markets to model
 Michael Spellacy
FirstName
Atlas CrestLastNameMichael
            Investment Corp. Spellacy
Comapany
July       NameAtlas Crest Investment Corp.
     16, 2021
July 16,
Page  2 2021 Page 2
FirstName LastName
         potential demand. Revise to provide additional disclosure regarding
the markets used to
         model demand and state whether those are markets where Archer expects
to operate
         during the projection period. In addition, explain in greater detail
how the assumed price
         per customer mile and average trip distance were determined (including
whether other
         assumptions were considered that could create variability in the
projected amounts). Also,
         indicate whether the assumed price per customer mile was held constant
or was adjusted.
3.       We note your response to prior comment 4 and reissue it in part. It
does not appear that
         the revised disclosure includes information regarding the correlation
between forecasted
         revenues, costs and expenses, capital expenditures, and aircraft
production. Please
         provide this type of disclosure.
Archer Aviation Inc.
Notes to Condensed Financial Statements
Note 9. Stock-Based Compensation
Collaboration and Warrant Agreements, page F-89

4.       We note your response to prior comment 11. Please revise your
disclosure regarding the
         first milestone to include language similar to that provided in your
response related to
         your accounting for the warrants issued to United, including that the
warrants were not
         issued in exchange for a distinct good or service. In addition,
clarify the statement on
         page F-89 that United and Archer "have agreed to collaborate to
advance the business of
         operating aircraft in urban environments for commercial purposes" as
United has not
         contracted to share in the risks and benefits of developing the
aircraft and will not be
         involved in development or production.
5.       As it relates to the collaboration and purchase agreement between
Archer and United, we
         note from your response to prior comment 11 that United is not an
active participant in
         developing the aircraft. Additionally, your response states that
United is not providing
         any technology and is not incurring any costs in the development of
the aircraft. Based on
         this description, tell us how your classification of the Milestone One
warrant costs (i.e.,
         vesting upon execution of the warrant agreement) is consistent with
the definition of
         research and development per FASB ASC 730-10-20.
6.       Milestone Two, the second contingent milestone event of the warrant
agreement between
         Archer and United, relates to the completion of a financing
transaction where United is a
         participant. Tell us more about the conclusion that the warrants were
not issued to United
         in their capacity as an investor (i.e., how it was determined that
United would have agreed
         to participate in a financing transaction on the same terms as those
described in your filing
         if not for the issuance of warrants).
Exhibits

7.       We note your response to comment 12. Although your Exhibit Index
indicates that the
         consent of Duff & Phelps has been filed as Exhibit 23.3, we are unable
to locate a clear
 Michael Spellacy
Atlas Crest Investment Corp.
July 16, 2021
Page 3
         statement therein as to the firm's consent to the discussion of its
opinion and to being
         named in the registration statement. Please refer to Rule 436 of the
Securities Act of 1933
         and Question 233.01 of the Compliance and Disclosure Interpretations
for the Securities
         Act Rules.
       You may contact Diane Fritz at 202-551-3331 or Ethan Horowitz at
202-551-3311 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with
any other
questions.



FirstName LastNameMichael Spellacy                            Sincerely,
Comapany NameAtlas Crest Investment Corp.
                                                              Division of
Corporation Finance
July 16, 2021 Page 3                                          Office of
Manufacturing
FirstName LastName