S-4 1 tm218061-1_s4.htm S-4 tm218061-1_s4 - none - 42.2501894s
As filed with the U.S. Securities and Exchange Commission on March 8, 2021
Registration No. 333-    
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Atlas Crest Investment Corp.
(Exact name of registrant as specified in its charter)
Delaware
(Sate or other jurisdiction of
incorporation or organization)
6770
(Primary Standard Industrial
Classification Code Number)
85-2730902
(I.R.S. Employer
Identification No.)
399 Park Avenue
New York, New York 10022
Telephone: (212) 883-3800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael Spellacy
Chief Executive Officer
399 Park Avenue
New York, New York 10022
Telephone: (212) 883-3800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Christian O. Nagler
Michael Kim
Michael Taufner
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Dave Peinsipp
John T. McKenna
Tara Capsuto
Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111
Telephone: (415) 493-2000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be
Registered(1)
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price(2)
Amount of
Registration Fee
Class A common stock, par value $0.0001 per share
102,261,614
N/A $ 1,098,289,734 $ 119,824
(1)
Represents the estimated maximum number of shares of the registrant’s common stock to be issued by the registrant to securityholders of Archer Aviation Inc. in connection with the transactions described herein, estimated solely for the purpose of calculating the registration fee, as is based on the sum of (a) 87,616,000 shares of Class A common stock issuable as consideration to Archer Aviation Inc. and (b) 14,645,614 shares of Class A common stock issuable in respect of the United Warrant and Mesa Warrant described herein.
(2)
Estimated solely for the purpose of calculating the registration fee, based on $10.74, the average of the high and low sales prices of the registrant’s Class A common stock on March 5, 2021 (a date within five business days prior to the date of this registration statement). This calculation is in accordance with Rule 457(c) and Rule 457(f)(1) of the Securities Act of 1933, as amended.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS
DATED MARCH 8, 2021, SUBJECT TO COMPLETION
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Dear Stockholder:
On February 10, 2021, Atlas Crest Investment Corp., a Delaware corporation (“Atlas”), entered into a business combination agreement (the “Business Combination Agreement”) with Artemis Acquisition Sub Inc., a Delaware corporation and wholly owned subsidiary of Atlas (“Merger Sub”) and Archer Aviation Inc., a Delaware corporation (“Archer”). If the Business Combination Agreement and certain transactions contemplated thereby, including the issuance of shares of Class A common stock, par value $0.0001 per share, of New Archer (“New Archer Class A Shares”) and Class B common stock, par value $0.0001 per share, of New Archer (“New Archer Class B Shares”) to be issued in connection with the Business Combination, are approved by Atlas’ stockholders, and the Business Combination is subsequently completed, Merger Sub will merge with and into Archer, with Archer surviving the merger as a wholly owned subsidiary of Atlas (the “Merger”). Immediately prior to the consummation of the Merger, Atlas will change its corporate name to “Archer Aviation Inc.” ​(“New Archer”). In this proxy statement/prospectus, when we refer to “Archer” we mean Archer Aviation Inc. prior to the consummation of the Merger, and when we refer to “New Archer” we mean Atlas Crest Investment Corp., under its new corporate name after the consummation of the Merger. We refer to the Merger and the other transactions described in the Business Combination Agreement collectively hereafter as the “Business Combination”.
At the effective time of the Merger (the “Effective Time”), (i) each share of Archer common stock outstanding as of immediately prior to the Effective Time (including shares of Archer common stock resulting from the conversion of Archer preferred stock in connection with the Merger, but excluding any shares of Archer common stock as to which appraisal rights have been properly exercised in accordance with Delaware law and shares of Archer common stock held by Archer as treasury stock) will be converted into a right to receive a number of New Archer Class B Shares determined on the basis of an exchange ratio derived from an implied equity value for Archer of $2,525,000,000 (the “Exchange Ratio”) (it being understood that if any shares of Archer common stock outstanding immediately prior to the Effective Time are restricted shares subject to certain vesting conditions or are subject to a repurchase option or a risk of forfeiture, then the number of New Archer Class B Shares issued in exchange for such restricted shares will have the same terms and conditions as were applicable to such restricted shares immediately prior to the Effective Time (including with respect to vesting and termination-related provisions)), (ii) each option (whether vested or unvested) to purchase shares of Archer common stock that is outstanding as of immediately prior to the Effective Time will be converted into an option to purchase a number of New Archer Class B Shares based on the Exchange Ratio, (iii) each restricted stock unit award (whether vested or invested) that is outstanding as of immediately prior to the Effective Time with respect to shares of Archer common stock will be converted into a restricted stock unit award with respect to a number of New Archer Class B Shares based on the Exchange Ratio, and (iv) outstanding warrants (whether vested or unvested) to purchase Archer common stock will be converted into warrants to purchase a number of New Archer Class B Shares in accordance with the terms of such warrants. As of the date of this proxy statement/prospectus, the Exchange Ratio was approximately 1.73. See the section entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement” of this proxy statement/prospectus for additional information and a summary of certain terms of the Business Combination Agreement.
Immediately prior to the Effective Time, Atlas will amend and restate its certificate of incorporation (the “New Archer Charter”) to implement a new dual-class capital structure with (i) New Archer Class A Shares carrying voting rights in the form of one vote per share, and (ii) New Archer Class B Shares carrying voting rights in the form of ten votes per share. Pursuant to the New Archer Charter, the former Archer equityholders will have the right to convert their New Archer Class B Shares received (or to be received, following exercise of the applicable options, restricted stock unit awards or warrants) as a result of the Business Combination into New Archer Class A Shares. In connection with the execution of the Business Combination Agreement, certain equityholders of Archer have executed transaction support agreements, pursuant to which such equityholders (other than Brett Adcock and Adam Goldstein, Archer’s co-founders and co-chief executive officers, each an “Archer Founder”, and together, the “Archer Founders”) have

agreed, among other things, to elect to convert their New Archer Class B Shares received in the Business Combination into New Archer Class A Shares pursuant to the New Archer Charter. See the section entitled “Proposal No. 1: The Business Combination Proposal — Related Agreements — Transection Support Agreements” of this proxy statement/prospectus for additional information.
From and after the Effective Time, the New Archer Class A Shares and the New Archer Class B Shares will vote together as a single class on all matters, unless otherwise required by Delaware law or the New Archer Charter. Pursuant to the New Archer Charter, each New Archer Class B Share is convertible at any time at the option of the holder into one New Archer Class A Share. In addition, each New Archer Class B Share will automatically convert into one New Archer Class A Share upon transfer to a non-authorized holder. In addition, the New Archer Class B Shares are subject to “sunset” provisions, under which all New Archer Class B Shares will automatically convert into an equal number of New Archer Class A Shares upon the earliest to occur of (i) the ten-year anniversary of the closing of the Business Combination, (ii) the date specified by the holders of two-thirds of the then outstanding New Archer Class B Shares, voting as a separate class, and (iii) when the number of New Archer Class B Shares represents less than 10% of the aggregate number of New Archer Class A Shares and New Archer Class B Shares then outstanding. In addition, each New Archer Class B Share will automatically convert into an equal number of New Archer Class A Shares upon the earliest to occur of (a) in the case of an Archer Founder, the date that is nine months following the death or incapacity of such Archer Founder, and, in the case of any other holder, the date of the death or incapacity of such holder, (b) in the case of an Archer Founder, the date that is 12 months following the date that such Archer Founder ceases to provide services to New Archer and its subsidiaries as an executive officer, employee or director of New Archer, and, in the case of any other holder, immediately at the occurrence of any such event, and (c) in the case of an Archer Founder or any other holder, at least 80% (subject to customary capitalization adjustments) of the New Archer Class B Shares held by such Archer Founder (on a fully as converted/as exercised basis) as of immediately following the closing of the Business Combination having been transferred (subject to the exceptions described above). See the section entitled “Description of New Archer’s Securities” of this proxy statement/prospectus for additional information.
Based on the Exchange Ratio as of the date of this proxy statement/prospectus of approximately 1.73, the total number of New Archer Common Stock expected to be issued in connection with the Business Combination (not including shares that will be issuable upon exercise of the applicable options, restricted stock unit awards or warrants), is approximately 147,616,000 New Archer Class A Shares and 164,951,000 New Archer Class B Shares, and these New Archer Class A Shares and New Archer Class B Shares are expected to represent approximately 70% and 100%, respectively, of the issued and outstanding New Archer Class A Shares and New Archer Class B Shares immediately following the closing of the PIPE Financing and the Business Combination, assuming no shares of Atlas common stock are redeemed, and 92% and 100%, respectively, of the issued and outstanding New Archer Class A Shares and New Archer Class B Shares, assuming the maximum number of shares of Atlas common stock are redeemed.
Atlas’ units, Class A common stock and public warrants are publicly traded on the New York Stock Exchange (the “NYSE”). Each unit consists of one share of Atlas Class A common stock and one-third of one redeemable warrant. We intend to list New Archer’s common stock and warrants on NYSE under the symbols ACHR and ACHR WS, respectively, upon the closing of the Business Combination.
Atlas will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the proposed Business Combination. Atlas and Archer cannot complete the Business Combination unless Atlas’ stockholders consent to the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby, including the issuance of New Archer Class A Shares and New Archer Class B Shares to be issued in connection with the Business Combination. Atlas is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.
The Special Meeting will be held on        , 2021, at        Eastern Time, via a virtual meeting. In light of the ongoing COVID-19 pandemic and to support the well-being of Atlas’ stockholders, management, employees and the community, the Special Meeting will be virtual. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live audio webcast by visiting        . You will need the control number that is printed on your proxy card to enter the Special Meeting. Atlas recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF ATLAS CLASS A COMMON STOCK YOU OWN. To ensure your representation at the Special Meeting,

please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote online at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.
The board of directors of Atlas has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that Atlas’ stockholders vote “FOR” the adoption and approval of the Business Combination Agreement and the transactions contemplated thereby, “FOR” the approval of the issuance of New Archer Class A Shares and New Archer Class B Shares to be issued in connection with the Business Combination, and “FOR” the other matters to be considered at the Special Meeting.
This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about Atlas and Archer and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 27 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.
If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Morrow Sodali, Atlas’ proxy solicitor, at (866) 662-5200 or email Morrow Sodali at ACIC.info@investor.morrowsodali.com.
Sincerely,
Michael Spellacy
Chief Executive Officer
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination, the issuance of New Archer Class A Shares and New Archer Class B Shares in connection with the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated        , 2021, and is first being mailed to stockholders of Atlas on or about         , 2021.

 
ATLAS CREST INVESTMENT CORP.
399 Park Avenue,
New York, New York 10022
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON            , 2021
TO THE STOCKHOLDERS OF ATLAS CREST INVESTMENT CORP.:
NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Special Meeting”), of Atlas Crest Investment Corp., a Delaware corporation (which is referred to as “Atlas” and, following the closing of the Merger, “New Archer”) will be held virtually, conducted via live audio webcast at     ,             Eastern Time, on          , 2021. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live audio webcast by visiting            . You will need the control number that is printed on your proxy card to enter the Special Meeting. Atlas recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person. You are cordially invited to attend the Special Meeting for the following purposes:
1.
The Business Combination Proposal — To consider and vote upon a proposal to adopt and approve the Business Combination Agreement, dated as of February 10, 2021 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among Atlas, Archer Aviation Inc., a Delaware corporation (“Archer”) and Artemis Acquisition Sub Inc., a Delaware corporation (“Merger Sub”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Archer, with Archer surviving the merger as a wholly owned subsidiary of Atlas (the “Merger” and, together with the other transactions described in the Business Combination Agreement, the “Business Combination”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A (Proposal No. 1, referred to as the “Business Combination Proposal”);
2.
The Charter Proposal — To consider and vote upon a proposal to approve the proposed amended and restated certificate of incorporation of New Archer in the form attached to this proxy statement/prospectus as Annex B (the “New Archer Charter”) (Proposal No. 2, referred to as the “Charter Proposal”);
3.
The Governance Proposals — To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the proposed New Archer Charter, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements (Proposals No. 3-A through 3-D, referred to as the “Governance Proposals”):

Proposal No. 3.A: To increase the total number of shares of all classes of authorized capital stock from (i) 221,000,000, consisting of (a) 220,000,000 shares of common stock, including (1) 200,000,000 shares of Class A common stock, par value $0.0001 per share and (2) 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share, to (ii)         , consisting of (A)          shares of Class A common stock, par value $0.0001 per share, (B)          shares of Class B common stock, par value $0.0001 per share, and (C)          shares of preferred stock, par value $0.0001 per share.

Proposal No. 3.B: To provide that holders of New Archer Class A Shares will be entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of New Archer Class B Shares will be entitled to ten votes per share on all matters to be voted upon by the stockholders.

Proposal No. 3.C: To provide that any amendment to New Archer’s amended and restated bylaws will require the approval of either New Archer’s board of directors or the holders of at least 6623% of the voting power of New Archer’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.
 

 

Proposal No. 3.D: To provide that any amendment to certain provisions of the New Archer Charter will require the approval of the holders of at least 6623% of the voting power of New Archer’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.
4.
The NYSE Proposal — To consider and vote upon a proposal to adopt and approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”): (i) the issuance of shares of Class A common stock, par value $0.0001 per share, of New Archer (“New Archer Class A Shares”) and securities convertible into or exchangeable for New Archer Class A Shares in connection with the Business Combination, including the issuance of New Archer Class A Shares in connection with the PIPE Financing (as defined below), (ii) the issuance of shares of Class B common stock, par value $0.0001 per share, of New Archer (“New Archer Class B Shares”) and securities convertible into or exchangeable for New Archer Class B Shares, and (iii) the related change of control of Atlas that will occur in connection with the consummation of the Business Combination (Proposal No. 4, referred to as the “NYSE Proposal”);
5.
The Equity Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the Equity Incentive Plan (as defined herein) (Proposal No. 5, referred to as the “Equity Incentive Plan Proposal”);
6.
The Employee Stock Purchase Plan Proposal — To consider and vote upon a proposal to approve and adopt the Employee Stock Purchase Plan (as defined herein) (Proposal No. 6, referred to as the “Employee Stock Purchase Plan Proposal”); and
7.
The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Governance Proposals, the Equity Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal (Proposal No. 7, the “Adjournment Proposal”).
Only holders of record of shares of Atlas Class A common stock, par value $0.0001 per share (“Atlas Class A Shares”) at the close of business on            , 2021 are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Atlas stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of Atlas for inspection by Atlas’ stockholders during ordinary business hours for any purpose germane to the Special Meeting. The eligible Atlas stockholder list will also be available at that time on the Special Meeting website for examination by any stockholder attending the Special Meeting live audio webcast.
Pursuant to Atlas’ certificate of incorporation, Atlas will provide holders (“public stockholders”) of Atlas Class A Shares, with the opportunity to redeem their Atlas Class A Shares included as part of the units sold in Atlas’ initial public offering (“Atlas’ IPO”) for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (the “Trust Account”), calculated as of two business days prior to the consummation of the transactions contemplated by the Business Combination Agreement (including interest earned on the funds held in the Trust Account and not previously released to Atlas to pay taxes) upon the closing of the transactions contemplated by the Business Combination Agreement. For illustrative purposes, based on funds in the Trust Account of approximately $       million on            , 2021, the record date for the Special Meeting, the estimated per share redemption price would have been approximately $        , excluding additional interest earned on the funds held in the Trust Account and not previously released to Atlas to pay taxes. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” ​(as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Atlas Class A Shares. Atlas Crest Investment LLC, a Delaware limited liability company (the “Sponsor”), and Atlas’ officers and directors have agreed to waive their redemption rights in connection with the consummation of the Business Combination
 

 
with respect to any shares of Atlas’ common stock they may hold. Currently, the Sponsor owns approximately 20% of Atlas’ common stock, consisting of the shares of Class B common stock, par value $0.0001 per share (“Atlas Class B Common Stock” and, together with the Class A common stock, the “Atlas Common Stock”), initially purchased by the Sponsor in a private placement (together with the Atlas Class A Shares issuable upon the conversion thereof, the “Founder Shares”). The Sponsor and Atlas’ directors and officers have agreed to vote any shares of Atlas Common Stock owned by them in favor of the Business Combination Proposal.
Approval of the Business Combination Proposal, the NYSE Proposal, the Governance Proposals, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Atlas Common Stock, voting together as a single class at a meeting at which a quorum is present. Approval of the Charter Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Atlas Common Stock, voting together as a single class, and the affirmative vote of the holders of a majority of the Atlas Class B Shares then outstanding, voting separately as a single class. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of Atlas Common Stock, voting together as a single class, regardless of whether a quorum is present.
As of            , 2021, the record date for the Special Meeting, there was approximately $      million in the Trust Account, which Atlas intends to use for the purposes of consummating a business combination within the time period described in this proxy statement/prospectus and to pay an estimated $73.1 million in transaction fees and expenses in connection with the consummation of the Business Combination. See the section entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination” of this proxy statement/prospectus for additional information.
Each redemption of Atlas Class A Shares by its public stockholders will decrease the amount in the Trust Account. Atlas will not consummate the Business Combination if the redemption of Atlas Class A Shares would result in Atlas’ failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule). In addition, under the terms of the Business Combination Agreement, Archer’s obligation to complete the Business Combination is conditioned upon, among other things, the aggregate cash proceeds from the Trust Account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $600,000,000 (after deducting any amounts paid to Atlas’ stockholders that exercise their redemption rights in connection with the Business Combination).
To raise additional proceeds to fund the transactions contemplated by the Business Combination Agreement, Atlas has entered into subscription agreements (containing commitments to funding that are subject only to conditions that generally align with the conditions set forth in the Business Combination Agreement), pursuant to which certain investors have agreed to purchase an aggregate of 60,000,000 New Archer Class A Shares (the “PIPE Financing”), for a price of $10.00 per share for an aggregate commitment of $600,000,000. Certain of Atlas’ directors and officers, as well as certain employees of Moelis & Company, LLC, an affiliate of Atlas and the Sponsor and Atlas’ financial advisor and exclusive placement agent for the PIPE financing, will also participate in the PIPE Financing. See the sections entitled “Proposal No. 1: The Business Combination Proposal — Related Agreements — Subscription Agreements” and “Proposal No. 1: The Business Combination Proposal — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for additional information.
Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the NYSE Proposal and the Charter Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote. It is important for you to note that in the event that the Business Combination Proposal, the NYSE Proposal and the Charter Proposal do not receive the requisite vote for approval, then the Business Combination may not be consummated. If Atlas does not consummate the Business Combination and fails to complete an initial business combination by October 31, 2022, Atlas will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders. The proxy statement/prospectus accompanying this notice explains the Business Combination Agreement and the
 

 
transactions contemplated thereby, as well as the proposals to be considered at the Special Meeting. Please review the accompanying proxy statement/prospectus carefully.
The board of directors of Atlas has set            , 2021 as the record date for the Special Meeting. Only holders of record of shares of Atlas Common Stock at the close of business on            , 2021 will be entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the Special Meeting may attend the meeting virtually and is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of Atlas Common Stock.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF ATLAS COMMON STOCK YOU OWN. Whether or not you plan to attend the Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.
The board of directors of Atlas has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposals, “FOR” the NYSE Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, and “FOR” the Adjournment Proposal (if necessary).
If you have any questions or need assistance with voting, please contact Atlas’ proxy solicitor, Morrow Sodali, at (800) 662-5200 or email Morrow Sodali at ACIC.info@investor.morrowsodali.com.
If you plan to attend the Special Meeting and are a beneficial investor who owns their investments through a bank or broker, you will need to contact Continental Stock Transfer & Trust Company to receive a control number. Please read carefully the sections in the proxy statement/prospectus regarding attending and voting at the Special Meeting to ensure that you comply with these requirements.
BY ORDER OF THE BOARD OF DIRECTORS
Michael Spellacy
Chief Executive Officer
 

 
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Atlas Crest Investment Corp. (“Atlas”), constitutes a prospectus under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to certain securities of Atlas to be issued in connection with the Business Combination described below and a notice of meeting and a proxy statement of Atlas under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the special meeting of our stockholders to be held in connection with the Business Combination and at which our stockholders will be asked to consider and vote upon a proposal to adopt and approve the Business Combination Agreement and the transactions contemplated thereby, among other matters.
This registration statement and the accompanying proxy statement/prospectus is available without charge to our stockholders upon written or oral request. This document and our other filings with the SEC may be obtained by either written or oral request to Atlas Crest Investment Corp., 399 Park Avenue, New York, New York 10022 or by telephone at (212) 883-3800.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.
In addition, if you are a stockholder and have questions about the proposals to be considered at our special meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing ACIC.info@investor.morrowsodali.com. You will not be charged for any of the documents that you request.
See the section titled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for further information.
Information contained on our website or any other website, is expressly not incorporated by reference into the accompanying proxy statement/prospectus.
To obtain timely delivery of the documents, you must request them no later than five business days before the date of our special meeting, or no later than            , 2021.
 
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BASIS OF PRESENTATION AND GLOSSARY
As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires:

references to “Aggregate Transaction Proceeds” are to the sum of (i) the aggregate cash proceeds available for release to Atlas or Merger Sub (or any designees thereof) from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after, for the avoidance of doubt, giving effect to the exercise of redemption rights by Atlas’ stockholders) and (ii) the aggregate cash proceeds actually received from the PIPE Financing;

references to “Archer” are to Archer Aviation Inc. prior to the Effective Time;

references to “Archer Founders” are to Brett Adcock and Adam Goldstein, Archer’s co-founders and co-chief executive officers;

references to “Atlas Common Stock” are to, prior to the Effective Time, collectively, Atlas’ Class A common stock, par value $0.0001 per share (“Class A common stock”), and Atlas’ Class B common stock, par value $0.0001 per share (“Class B common stock”);

references to “Atlas” are to Atlas Crest Investment Corp. before giving effect to the merger;

references to “Atlas Board” are to Atlas’ board of directors prior to the Effective Time;

references to “Atlas Class A Shares” are to, at all times prior to the Effective Time, shares of Atlas’ Class A common stock;

references to “Atlas Class B Shares” are to, at all times prior to the Effective Time, shares of Atlas’ Class B common stock;

references to “Atlas’ IPO”, “the IPO”, or “our IPO” are to the initial public offering of Atlas completed on October 30, 2020;

references to the “Atlas Stockholder Redemption” are to the right of the holders of Atlas Class A Shares to redeem all or a portion of their Atlas Class A Shares (in connection with the transactions contemplated by the Business Combination Agreement or otherwise) as set forth in Atlas’ amended and restated certificate of incorporation and bylaws;

references to the “Business Combination” are to the transactions contemplated by the Business Combination Agreement;

references to the “Business Combination Agreement” are to that certain business combination agreement dated as of February 10, 2021, by and among Atlas, the Merger Sub and Archer, as it may be amended, supplemented or otherwise modified from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

references to “Effective Time” are to the date and time the certificate of merger evidencing the merger of Merger Sub with and into Archer is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by Atlas and Archer;

references to “Founder Shares” are to the Atlas Class B Shares, initially purchased by the Sponsor in a private placement, and the Atlas Class A Shares issuable upon the conversion thereof;

references to “GAAP” are to generally accepted accounting principles in the United States;

references to “Merger” are to the merger of Merger Sub with and into Archer with Archer being the surviving company in the merger;

references to “Merger Sub” are to Artemis Acquisition Sub Inc.;

references to “Minimum Cash Condition” are to the Aggregate Transaction Proceeds being equal to or greater than $600,000,000;

references to “New Archer Charter” are to the amended and restated certificate of incorporation of New Archer, a copy of which is attached to this proxy statement/prospectus as Annex B;

references to “New Archer Class A Shares” are to, at all times at or after the Effective Time, shares of New Archer’s Class A common stock, par value $0.0001 per share;
 
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references to “New Archer Class B Shares” are to, at all times at or after the Effective Time, shares of New Archer’s Class B common stock, par value $0.0001 per share;

references to “New Archer Common Stock” are to New Archer’s Class A common stock, par value $0.0001 per share, and New Archer’s Class B common stock, par value $0.0001 per share;

references to “New Archer” are to Archer Aviation Inc.(formerly Atlas Crest Investment Corp.) after giving effect to the Merger;

references to “Private Placement Warrants” are to the 8,000,000 warrants at a price of $1.50 per warrant issued to the Sponsor in a private placement simultaneously with the closing of the IPO;

references to “Proposed Charter” are to the proposed New Archer Charter;

references to “Public Warrants” are to the warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

references to the “Sponsor” are to Atlas Crest Investment LLC, a Delaware limited liability company; and

references to the “Transaction Proposals” are to the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the NYSE Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, and the Adjournment Proposal.
Unless specified otherwise, amounts in this proxy statement/prospectus are presented in United States (“U.S.”) dollars.
Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.
Beneficial ownership throughout this proxy statement/prospectus with respect to New Archer’s stockholders is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
 
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MARKET AND INDUSTRY DATA
This proxy statement/prospectus includes market and industry data and forecasts that Archer has derived from independent consultant reports, publicly available information, various industry publications, other published industry sources and Archer’s internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.
Although Archer believes that these third-party sources are reliable, neither Atlas nor Archer guarantee the accuracy or completeness of this information, and neither Atlas nor Archer has independently verified this information. Some market data and statistical information are also based on Archer’s good faith estimates, which are derived from Archer management’s knowledge of its industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this proxy statement/prospectus, including the size of Archer’s total addressable market and Archer’s size or position and the positions of Archer’s competitors within these markets, are based on estimates of Archer management. These estimates have been derived from Archer management’s knowledge and experience in the markets in which it operates, as well as information obtained from surveys, reports by market research firms, Archer’s customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which Archer operates and have not been verified by independent sources. References herein to Archer being a leader in a market or product category refer to Archer’s belief that it is building one of the world’s leading urban air mobility companies, unless the context otherwise requires. In addition, the discussion herein regarding Archer’s various end markets is based on how Archer defines the end markets for its products, which products may be either part of larger overall end markets or end markets that include other types of products and services.
Archer’s internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which Archer operates and Archer management’s understanding of industry conditions. Although Archer believes that such information is reliable, Archer has not had this information verified by any independent sources. The estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to Archer’s Business and Industry and New Archer Following the Business Combination” and elsewhere in this proxy statement/prospectus.
TRADEMARKS AND SERVICE MARKS
Archer believes it owns or has rights to trademarks, service marks or trade names that it uses in connection with the operation of its business. In addition, Archer’s names, logos and domain names are its service marks or trademarks. Archer does not intend its use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of Archer by, any other companies.
Solely for convenience, the trademarks, service marks and trade names referred to in this proxy statement/prospectus are used without the ® and ™ symbols, but such references are not intended to indicate, in any way, that Archer will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks, and trade names. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are the property of their respective owners.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, but are not limited to, statements that relate to expectations regarding future financial performance, business strategies or expectations for Atlas’ business, and the timing and Atlas’ ability to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

Atlas’ ability to consummate the Business Combination;

the benefits of the Business Combination;
 
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the future financial and operational performance of, and anticipated financial impact on, Atlas following the Business Combination; and

expansion plans and opportunities.
Forward-looking statements can often be identified by the use of words such as “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” or similar expressions or the negative thereof.
These forward-looking statements are based on information available as of the date of this proxy statement/ prospectus and Atlas and Archer managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Atlas, Archer and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Atlas’ or Archer’s views as of any subsequent date. Atlas does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.
Atlas stockholders should not place undue reliance on these forward-looking statements in deciding how to vote (or instruct the voting of) their shares in connection with the Business Combination. As a result of a number of known and unknown risks and uncertainties, New Archer’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

Archer is an early-stage company with a history of losses and expectation of significant losses for the foreseeable future;

Archer’s ability to manufacture and deliver its aircraft to customers;

risks associated with the United Airlines order constituting all of the current orders for Archer aircraft and that the order is subject to conditions, further negotiation and reaching mutual agreement on certain material terms;

Archer’s ability to remediate material weaknesses in internal control over financial reporting and ability to maintain an effective system of internal control;

Archer’s ability to realize operating and financial results forecasts which rely in large part upon assumptions and analyses that Archer has developed;

Archer’s ability to effectively market and sell air transportation as a substitute for conventional methods of transportation, following receipt of governmental operating authority;

Archer’s ability to compete effectively in the 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 expected business milestones or launch products on anticipated timelines;

risks associated with Archer’s reliance on its relationships with its suppliers and service providers for the parts and components in its aircraft;

Archer’s ability to successfully develop commercial-scale manufacturing capabilities;

Archer’s ability to successfully address obstacles outside of its control that slow market adoption of electric aircraft;

Archer’s ability to attract, integrate, manage, train and retain qualified senior management personnel or other key employees;

natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other circumstances affecting metropolitan areas;
 
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the potential for losses and adverse publicity stemming from any accident involving small aircraft, helicopters or lithium-ion battery cells;

risks associated with indexed price escalation clauses in customer contracts, which could subject Archer to losses if we have cost overruns or if increases in costs exceed the applicable escalation rate;

Archer’s ability to address a wide variety of extensive and evolving laws and regulations, including data privacy and security laws;

the ability of the parties to successfully or timely consummate the Business Combination;

Archer’s ability to realize the benefits of the Business Combination;

Archer’s ability to protect its intellectual property rights from unauthorized use by third parties;

Archer’s ability to obtain additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances;

cybersecurity risks to Archer’s various systems and software; and

risks associated with the dual class structure of New Archer Common Stock which has the effect of concentrating voting control with Adam Goldstein and Brett Adcock, its co-founders and co-Chief Executive Officers.
 
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QUESTIONS AND ANSWERS
The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
Q:
WHAT IS THE BUSINESS COMBINATION?
A:
Atlas, Merger Sub and Archer, have entered into the Business Combination Agreement, pursuant to which Merger Sub will merge with and into Archer, with Archer as the surviving company in the Merger and, after giving effect to such Merger, continuing as a wholly owned subsidiary of Atlas.
Atlas will hold the Special Meeting to, among other things, obtain the approvals required for the Merger and the other transactions contemplated by the Business Combination Agreement and you are receiving this proxy statement/prospectus in connection with such meeting. Archer is also separately providing consent solicitation materials to the holders of Archer common stock and Archer preferred stock to solicit, among other things, the required written consent to adopt and approve in all respects the Business Combination Agreement and the transactions contemplated thereby and to approve the ancillary agreements thereto. See the section entitled “Proposal No. 1: The Business Combination Proposal” of this proxy statement/prospectus for additional information. In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to carefully read this proxy statement/prospectus and the Business Combination Agreement in their entirety.
Q:
WHY AM I RECEIVING THIS DOCUMENT?
A:
Atlas is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their shares of Atlas Common Stock with respect to the matters to be considered at the Special Meeting.
The Business Combination cannot be completed unless Atlas’ stockholders approve the Business Combination Proposal, the Charter Proposal and the NYSE Proposal, set forth in this proxy statement/prospectus. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/prospectus.
This document constitutes a proxy statement and a prospectus of Atlas. It is a proxy statement because the Atlas Board is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because Atlas, in connection with the Business Combination, is offering shares of New Archer Common Stock in exchange for the shares of Archer common stock outstanding as of the Effective Time. See the section entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Consideration to Archer Equityholders in the Business Combination” of this proxy statement/prospectus for additional information.
Q:
WHAT WILL HAPPEN TO ATLAS’ SECURITIES UPON CONSUMMATION OF THE BUSINESS COMBINATION?
A:
Atlas’ units, Class A common stock and Public Warrants are currently listed on NYSE under the symbols ACICU, ACIC, and ACICW, respectively. Upon consummation of the Business Combination, Atlas will have a dual class share capital structure with (i) New Archer Class A Shares carrying voting rights in the form of one vote per share, and (ii) New Archer Class B Shares carrying voting rights in the form of ten votes per share. The New Archer Class A Shares will be listed on NYSE under the symbol ACHR and New Archer’s warrants will be listed on NYSE under the symbol ACHR WS. Atlas will not have units traded on NYSE following the consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. Atlas Public Warrant holders and those stockholders who do not elect to have
 
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their Atlas Class A Shares redeemed need not deliver their Atlas Class A Shares or Public Warrant certificates to Atlas or to Atlas’ transfer agent and they will remain outstanding.
Q:
WHAT WILL ARCHER EQUITYHOLDERS RECEIVE IN THE BUSINESS COMBINATION?
A:
At the Effective Time, (i) each share of Archer common stock outstanding as of immediately prior to the Effective Time (including shares of Archer common stock resulting from the conversion of Archer preferred stock in connection with the Merger, but excluding any shares of Archer common stock as to which appraisal rights have been properly exercised in accordance with Delaware law and shares of Archer common stock held by Archer as treasury stock) will be converted into a right to receive a number of New Archer Class B Shares determined on the basis of an exchange ratio derived from an implied equity value for Archer of $2,525,000,000 (the “Exchange Ratio”) (it being understood that if any shares of Archer common stock outstanding immediately prior to the Effective Time are restricted shares subject to certain vesting conditions or are subject to a repurchase option or a risk of forfeiture, then the number of New Archer Class B Shares issued in exchange for such restricted shares will have the same terms and conditions as were applicable to such restricted shares immediately prior to the Effective Time (including with respect to vesting and termination-related provisions)), (ii) each option (whether vested or unvested) to purchase shares of Archer common stock that is outstanding as of immediately prior to the Effective Time will be converted into an option to purchase a number of New Archer Class B Shares based on the Exchange Ratio, (iii) each restricted stock unit award (whether vested or invested) that is outstanding as of immediately prior to the Effective Time with respect to shares of Archer common stock will be converted into a restricted stock unit award with respect to a number of New Archer Class B Shares based on the Exchange Ratio, and (iv) outstanding warrants (whether vested or unvested) to purchase Archer common stock will be converted into warrants to purchase a number of New Archer Class B Shares in accordance with the terms of such warrants. As of the date of this proxy statement/prospectus, the Exchange Ratio was approximately 1.73. See the section entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Consideration to Archer Equityholders in the Business Combination” of this proxy statement/prospectus for additional information.
Q:
DID THE ATLAS BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?
A:
Yes. The Atlas Board obtained a fairness opinion from Duff & Phelps, dated February 9, 2021, which provided that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by Atlas in the Merger was fair, from a financial point of view, to Atlas. See the section entitled “Proposal No. 1: The Business Combination Proposal — Opinion of Duff & Phelps, the Atlas Board’s Financial Advisor” of this proxy statement/prospectus for additional information.
Q:
WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?
A:
The parties currently expect that the Business Combination will be completed in the second quarter of 2021. However, neither Atlas nor Archer can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. Each of Atlas and Archer must first obtain the required approval by their respective stockholders and must also first satisfy other closing conditions. See the section entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination” of this proxy statement/prospectus for additional information.
Q:
WHAT HAPPENS TO ARCHER STOCKHOLDERS IF THE BUSINESS COMBINATION IS NOT COMPLETED?
A:
If the Business Combination is not completed, Archer stockholders will not receive any consideration for their shares of Archer common stock and Archer preferred stock will not be converted into Archer common stock. Instead, Archer will remain an independent company. See the sections entitled
 
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“Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Termination”, “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination”and “Risk Factors” of this proxy statement/prospectus for additional information.
QUESTIONS AND ANSWERS ABOUT THE ATLAS SPECIAL MEETING
Q:
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?
A:
Atlas stockholders are being asked to vote on the following proposals:
1.
the Business Combination Proposal;
2.
the Charter Proposal;
3.
the Governance Proposals;
4.
the NYSE Proposal;
5.
the Equity Incentive Plan Proposal;
6.
the Employee Stock Purchase Plan Proposal; and
7.
the Adjournment Proposal (if necessary).
If Atlas stockholders fail to approve the Business Combination Proposal, the Charter Proposal or the NYSE Proposal, the Business Combination will not occur. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except for the Adjournment Proposal) will not be presented to the stockholders for a vote.
Q:
WHY IS ATLAS PROPOSING THE BUSINESS COMBINATION?
A:
Atlas was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.
On October 30, 2020, Atlas completed its initial public offering (“IPO”). A total of approximately $500.0 million was placed in a trust account (the “Trust Account”). Since Atlas’ IPO, Atlas’ activity has been limited to the evaluation of business combination candidates.
Archer’s goal is to be one of the world’s leading urban air mobility companies. Archer’s mission is to advance the benefits of sustainable air mobility. Specifically, Archer was founded to improve mobility and drive the world towards a zero-emissions future. Archer is designing and developing an electric vertical takeoff and landing (“eVTOL”) aircraft for use in Urban Air Mobility (“UAM”) that can carry passengers roughly 60 miles at speeds of up to 150 miles per hour while producing minimal noise and zero emissions. With eVTOL, Archer would, upon receipt of the necessary air carrier operating authority, be the first urban air mobility company that moves people throughout the world’s cities in a quick, safe, sustainable, and cost-effective manner.
Based on its due diligence investigations of Archer and the industry in which it operates, including the financial and other information provided by Archer in the course of their negotiations in connection with the Business Combination Agreement, Atlas believes that Archer aligns well with the objectives laid out in its investment thesis. As a result, Atlas believes that a business combination with Archer will provide Atlas’ stockholders with an opportunity to participate in the ownership of a publicly-listed company with significant growth potential at an attractive valuation. See the section entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement —  Recommendation of the Atlas Board and the Archer Board” of this proxy statement/prospectus for additional information.
 
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Q:
DO I HAVE REDEMPTION RIGHTS?
A:
If you are a holder of Atlas Class A Shares, you have the right to demand that Atlas redeem your shares for a pro rata portion of the cash held in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination, by delivering your stock, either physically or electronically using Depository Trust Company’s DWAC System, to Atlas’ transfer agent two business days prior to the Special Meeting (such rights, “redemption rights”).
Notwithstanding the foregoing, a holder of Atlas Class A Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Class A common stock. Accordingly, all Atlas Class A Shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.
The Sponsor and the Insiders will not have redemption rights with respect to any shares of Atlas Common Stock (including the Founder Shares) owned by them in connection with the Business Combination.
Under Atlas’ amended and restated certificate of incorporation, the Business Combination may be consummated only if Atlas has at least $5,000,001 of net tangible assets after giving effect to all holders of Atlas Class A Shares that properly demand redemption of their shares for cash. In addition, under the terms of the Business Combination Agreement, Archer’s obligation to complete the Business Combination is conditioned upon, among other conditions, the satisfaction of the Minimum Cash Condition.
Q:
WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?
A:
No. You may exercise your redemption rights whether you vote your Atlas Class A Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Atlas Class A Shares and no longer remain stockholders and the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. With fewer Atlas Class A Shares and public stockholders, the trading market for Atlas Class A Shares may be less liquid than the market for Atlas Class A Shares prior to the Business Combination and Atlas may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into Archer’s business will be reduced and the amount of working capital available to New Archer following the Business Combination may be reduced. Your decision to exercise your redemption rights with respect to Atlas Class A Shares will have no effect on warrants of Atlas you may also hold.
Q:
HOW DO I EXERCISE MY REDEMPTION RIGHTS?
A:
If you are a holder of Atlas Class A Shares and wish to exercise your redemption rights, you must demand that Atlas redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to Atlas’ transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Special Meeting. Any holder of Atlas Class A Shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $     , or $    per share, as of       , 2021). Such amount, including interest earned on the funds held in the Trust Account and not previously released to Atlas to pay its taxes, will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Atlas’ public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally
 
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anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.
Any request for redemption, once made by a holder of Atlas Class A Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your shares for redemption to Atlas’ transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that Atlas’ transfer agent return the shares (physically or electronically).
Any corrected or changed proxy card or written demand of redemption rights must be received by Atlas’ transfer agent prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent prior to the vote at the Special Meeting.
If a holder of Atlas Class A Shares properly makes a request for redemption and the Atlas Class A Shares are delivered as described to Atlas’ transfer agent as described herein, then, if the Business Combination is consummated, Atlas will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Atlas Class A Shares for cash.
For a discussion of the material U.S. federal income tax considerations for holders of Atlas Class A Shares with respect to the exercise of these redemption rights, see the section entitled “Material U.S. Federal Income Tax Considerations” of this proxy statement/prospectus for additional information. The consequences of a redemption to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.
Q:
WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?
A:
The net proceeds of Atlas’ IPO, together with funds raised from the private sale of warrants simultaneously with the consummation of Atlas’ IPO, were placed in the Trust Account immediately following Atlas’ IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Atlas Class A Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and for working capital and general corporate purposes of New Archer. See the section entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination” of this proxy statement/prospectus for additional information.
Q:
WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT CONSUMMATED?
A:
If Atlas does not complete the Business Combination with Archer for any reason, Atlas would search for another target business with which to complete a business combination. If Atlas does not complete the Business Combination with Archer or another target business by October 31, 2022, Atlas must redeem 100% of the outstanding Atlas Class A Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to Atlas to pay taxes) divided by the number of outstanding Atlas Class A Shares. The Sponsor and Atlas’ directors and officers have no redemption rights in the event a business combination is not effected in the required time period and, accordingly, the Founder Shares and Private Placement Warrants will be worthless if no business combination is effected by Atlas by October 31, 2022. Additionally, in the event of such liquidation, there will be no distribution with respect to Atlas’ outstanding warrants. Accordingly, such warrants will expire worthless.
Q:
HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?
A:
The Sponsor owns of record and is entitled to vote an aggregate of approximately 20% of the
 
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outstanding shares of Atlas Common Stock. The Sponsor has agreed to vote any shares of Atlas Common Stock held by it as of the record date for the Special Meeting, in favor of the proposals. See the section entitled “Proposal No. 1: The Business Combination Proposal — Related Agreements —Sponsor Letter Agreement” of this proxy statement/prospectus for additional information.
Q:
WHAT CONSTITUTES A QUORUM AT THE ATLAS SPECIAL MEETING?
A:
A majority of the voting power of all outstanding shares of capital stock of Atlas entitled to vote as of the record date at the Special Meeting must be represented virtually or by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the Founder Shares, who currently own approximately 20% of the issued and outstanding shares of Atlas Common Stock, will count towards this quorum. Because all of the proposals to be voted on at the Special Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so Atlas does not expect there to be any broker non-votes at the Special Meeting. In the absence of a quorum, the chairman of the Special Meeting has the power to adjourn the Special Meeting. As of the record date for the Special Meeting,     shares of Atlas Common Stock would be required to achieve a quorum.
Q:
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE ATLAS SPECIAL MEETING?
A:
The Business Combination Proposal:   The affirmative vote of a majority of the votes cast by holders of shares of Atlas Common Stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Business Combination Proposal. Atlas stockholders must approve the Business Combination Proposal in order for the Business Combination to occur. If Atlas stockholders fail to approve the Business Combination Proposal, the Charter Proposal or the NYSE Proposal, the Business Combination will not occur. The Adjournment Proposal is not conditioned on the approval of any other proposal. As further discussed in the section entitled “Proposal No. 1: The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement,” of this proxy statement/prospectus, the Sponsor and Atlas’ directors and officers have entered into an agreement with Atlas pursuant to which the Sponsor and Atlas’ directors and officers have agreed to vote shares representing approximately 20% of the aggregate voting power of Atlas Common Stock in favor of the Business Combination Proposal.
The Charter Proposal:   The affirmative vote of the holders of a majority of the outstanding shares of Atlas Common Stock, voting together as a single class, and the affirmative vote of the holders of a majority of the Atlas Class B Shares then outstanding, voting separately as a single class, are required to approve the Charter Proposal. The Business Combination is conditioned upon the approval of the Charter Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Charter Proposal will not be presented to the stockholders for a vote. Notwithstanding the approval of the Charter Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Proposal will not be effected.
The Governance Proposals:   Approval of each of the Governance Proposals, on a non-binding advisory basis, requires the affirmative vote of a majority of the votes cast by holders of shares of Atlas Common Stock, voting together as a single class, at a meeting at which a quorum is present. If the Business Combination Proposal is not approved, the Governance Proposals will not be presented to the stockholders for a vote. Notwithstanding the approval of the Governance Proposals, if the Business Combination is not consummated for any reason, the actions contemplated by the Governance Proposals will not be effected.
The NYSE Proposal:   The affirmative vote of a majority of the votes cast by holders of shares of Atlas Common Stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the NYSE Proposal. The Business Combination is conditioned upon the approval of the NYSE Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the NYSE Proposal will not be presented to the stockholders
 
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for a vote. Notwithstanding the approval of the NYSE Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the NYSE Proposal will not be effected.
The Equity Incentive Plan Proposal:   The affirmative vote of a majority of the votes cast by holders of shares of Atlas Common Stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Equity Incentive Plan Proposal. If the Business Combination Proposal is not approved, the Equity Incentive Plan Proposal will not be presented to the stockholders for a vote. Notwithstanding the approval of the Equity Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Equity Incentive Plan Proposal will not be effected.
The Employee Stock Purchase Plan Proposal:    The affirmative vote of a majority of the votes cast by holders of shares of Atlas Common Stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Employee Stock Purchase Plan Proposal. If the Business Combination Proposal is not approved, the Employee Stock Purchase Plan Proposal will not be presented to the stockholders for a vote. Notwithstanding the approval of the Employee Stock Purchase Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Employee Stock Purchase Plan Proposal will not be effected.
The Adjournment Proposal:   The affirmative vote of a majority of the votes cast by holders of shares of Atlas Common Stock, voting together as a single class, regardless of whether a quorum is present, is required to approve the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.
Q:
WHY IS ATLAS PROPOSING THE GOVERNANCE PROPOSALS?
A:
As required by applicable SEC guidance, Atlas is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the New Archer Charter that may reasonably be considered to materially affect stockholder rights and therefore require a non-binding advisory basis vote pursuant to SEC guidance. This non-binding advisory vote is not otherwise required by Delaware law and is separate and apart from the Charter Proposal, but consistent with SEC guidance, Atlas is submitting these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on Atlas or the Atlas Board (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Governance Proposals (separate and apart from approval of the Charter Proposal). See the section entitled“Proposal No. 3: the Governance Proposals” of this proxy statement/prospectus for additional information.
Q:
DO ANY OF ATLAS’ DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF ATLAS STOCKHOLDERS?
A:
Certain members of the Atlas Board and executive officers of Atlas and the Sponsor, including their directors and executive officers, may have interests in the Business Combination that may be different from, or in addition to, the interests of Atlas’ stockholders generally. The Atlas Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be adopted and approved by the stockholders of Atlas. See the section entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for additional information.
Q:
WHAT DO I NEED TO DO NOW?
A:
After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.
 
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Q:
HOW DO I VOTE?
A:
If you are a stockholder of record of Atlas as of     , 2021, the record date for the Special Meeting, you may submit your proxy before the Special Meeting in any of the following ways, if available:

use the toll-free number shown on your proxy card;

visit the website shown on your proxy card to vote via the Internet; or

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
Stockholders who choose to participate in the Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting     . You will need the control number that is printed on your proxy card to enter the Special Meeting. Atlas recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts.
If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.
Q:
WHEN AND WHERE IS THE ATLAS SPECIAL MEETING?
A:
The Special Meeting will be held on      , 2021, at     Eastern Time, via a virtual meeting. In light of the COVID-19 pandemic and to support the well-being of Atlas’ stockholders, management, employees and the community, the Special Meeting will be virtual. All Atlas stockholders as of the record date, or their duly appointed proxies, may attend the Special Meeting. Registration will begin at     Eastern Time.
Q:
HOW CAN ATLAS’ STOCKHOLDERS ATTEND THE SPECIAL MEETING?
A:
If you are a registered stockholder you received a Notice and Access instruction form or proxy card from Continental Stock Transfer & Trust Company (“CST”). Both forms contain instructions on how to attend the virtual Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact CST at the phone number or e-mail address below. CST’s contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the virtual Special Meeting starting      , 2021 at       Eastern Time. Enter the URL address into your browser      , enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting. Atlas recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts.
Beneficial investors, who own their investments through a bank or broker, will need to contact CST to receive a control number. If you plan to vote at the Special Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote CST will issue you a guest control number with proof of ownership. Either way you must contact CST for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have internet capabilities, you can listen only to the meeting by dialing +1                (toll-free) outside the U.S. and Canada +1                (standard rates apply) when prompted enter the pin number                #. This is listen-only, you will not be able to vote or enter questions during the meeting.
Q:
WHY IS THE SPECIAL MEETING A VIRTUAL MEETING?
A:
Atlas has decided to hold the Special Meeting virtually due to the COVID-19 pandemic; Atlas is
 
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sensitive to the public health and travel concerns of Atlas’ stockholders and employees and the protocols that federal, state and local governments may impose. Atlas believes that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.
Q:
WHAT IF DURING THE CHECK-IN TIME OR DURING THE SPECIAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?
A:
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log in page.
Q:
IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?
A:
If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Atlas or by voting online at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.
Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are “non-routine” matters and therefore, Atlas does not expect there to be any broker non-votes at the Special Meeting.
If you are an Atlas stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the NYSE Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Adjournment Proposal. The failure of your broker to vote will be the equivalent of a vote “AGAINST” the Charter Proposal, but will have no effect on the vote count for the other proposals.
Q:
WHAT HAPPENS IF I SELL MY SHARES OF CLASS A COMMON STOCK BEFORE THE ATLAS SPECIAL MEETING?
A:
The record date for the Special Meeting will be earlier than the date of the Special Meeting. If you transfer your Atlas Class A Shares after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your Atlas Class A Shares because you will no longer be able to deliver them for cancellation upon the consummation of the merger in accordance with the provisions described herein. If you transfer your Atlas Class A Shares prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.
Q:
WHAT IF I ATTEND THE ATLAS SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?
A:
For purposes of the Special Meeting, an abstention occurs when a stockholder attends the meeting online and does not vote or returns a proxy with an “abstain” vote.
If you are an Atlas stockholder that attends the Special Meeting virtually and fails to vote on the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the NYSE Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, or the Adjournment Proposal, your failure to vote will have the same effect as a vote “AGAINST” the Charter Proposal, but
 
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will have no effect on the vote count for such other proposals. If you are an Atlas stockholder that attends the Special Meeting virtually and you respond to such proposals with an “abstain” vote, your “abstain” vote will have the same effect as a vote “AGAINST” the Charter Proposal and the NYSE Proposal but will have no effect on any of the other proposals.
Q:
WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?
A:
If you sign and return your proxy card without indicating how to vote on any particular proposal, the Atlas Common Stock represented by your proxy will be voted as recommended by the Atlas Board with respect to that proposal.
Q:
MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?
A:
Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may do this in one of three ways:

filing a notice with the corporate secretary of Atlas;

mailing a new, subsequently dated proxy card; or

by attending the Special Meeting virtually and electing to vote your shares online.
If you are a stockholder of record of Atlas and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Atlas Crest Investment Corp., 399 Park Avenue, New York, NY 10022, and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 11:59 p.m. Eastern Time on     , 2021, or by voting online at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of Atlas Common Stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.
Q:
WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE ATLAS SPECIAL MEETING?
A:
If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of New Archer. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder of Atlas while Atlas searches for another target business with which to complete a business combination.
Q:
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
A:
Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Q:
WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?
A:
If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali, the proxy solicitation agent for Atlas, toll-free at (800) 662-5200 (banks and brokers call (203) 658-9400) or email Morrow Sodali at ACIC.info@investor.morrowsodali.com.
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus, but does not contain all of the information that may be important to you. To better understand the Transaction Proposals to be considered at the special meeting, including the Business Combination Proposal, whether or not you plan to attend such meeting, we urge you to read this proxy statement/prospectus (including the Annexes) carefully, including the section entitled “Risk Factors.” See also the section entitled “Where You Can Find More Information” in this proxy statement/prospectus.
The Parties to the Business Combination
Atlas
Atlas is a blank check company incorporated as a corporation in Delaware on August 26, 2020 and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.
On October 30, 2020, Atlas completed its initial public offering of 50,000,000 units. Each unit consists of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $500.0 million (before underwriting discounts and commissions and offering expenses).
Simultaneously with the consummation of Atlas’ IPO and the sale of the units, Atlas consummated the sale of 8,000,000 warrants at a price of $1.50 per warrant in a private placement to the Atlas Sponsor, generating gross proceeds of $12.0 million, with each warrant being exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The net proceeds from Atlas’ IPO and the private placement with the Atlas Sponsor (other than limited funds held outside the trust for the purposes detailed in Atlas’ filings with the SEC) were deposited in a trust account established for the benefit of Atlas’ public stockholders.
Atlas’ units, Class A common stock and Public Warrants are listed on the NYSE under the symbols “ACICU,” “ACIC,” and “ACICW,” respectively. The mailing address of Atlas’ principal executive office is 399 Park Avenue, New York, New York 10022. Upon consummation of the Business Combination, New Archer will be a wholly owned subsidiary of Atlas.
Merger Sub
Artemis Acquisition Sub Inc. was formed as a corporation under the laws of the State of Delaware on February 4, 2021 and is currently a wholly owned subsidiary of Atlas. The Merger Sub was formed for the purpose of effectuating the Business Combination described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Business Combination Agreement. Merger Sub will not be the surviving entity in the Merger, as contemplated by the Business Combination Agreement.
The mailing address of the principal executive office of the Merger Sub is 399 Park Avenue, New York, New York, 10022.
Archer
Archer’s goal is to be one of the world’s leading urban air mobility companies. Archer’s mission is to advance the benefits of sustainable air mobility. Specifically, Archer was founded to improve mobility and drive the world towards a zero-emissions future. Archer is designing and developing an electric vertical takeoff and landing (“eVTOL”) aircraft for use in Urban Air Mobility (“UAM”) that can carry passengers roughly 60 miles at speeds of up to 150 miles per hour while producing minimal noise and zero emissions. With eVTOL, Archer would, upon receipt of the necessary air carrier operating authority, be the first urban air mobility company that moves people throughout the world’s cities in a quick, safe, sustainable, and cost-effective manner.
 
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Archer’s Platform
Archer’s technology enables a holistic eVTOL aircraft design with high performance, low operating costs, zero local emissions, small acoustic footprint, and a high level of safety. Its aircraft configuration has the right mix of tilting and fixed rotors to provide a high level of propulsion redundancy and efficiency throughout the flight envelope. The hover efficiency is enabled by having sufficient rotor disk area. Cruise efficiency is achieved by tilting half the rotors for use in cruise flight while stopping the other rotors and aligning them in a low drag position. This configuration is enabled by Archer’s battery, electric powertrain, low noise rotor, and fly-by-wire flight control technologies.
Archer’s Competitive Strengths
Archer’s competitive strengths are that its aircraft are designed for manufacturing with vertical integration for key enabling technologies, its aircraft are designed for FAA certification, it has entered into strategic and commercial agreements with United and Stellantis, and it has built a deep and experienced engineering team.
Archer’s Growth Strategies
Archer is pursuing the following growth strategies: develop a reliable, certifiable aircraft, continuing building out a world-class team, construct manufacturing facilities, build out its flight operations infrastructure, develop autonomous flight capabilities, and optimize its demand modeling and operations simulation tool.
Archer’s Intellectual Property
Archer relies upon a combination of protections afforded to owners of patents, copyrights, trade secrets, and trademarks, along with employee and third-party non-disclosure agreements and other contractual restrictions to establish and protect its intellectual property rights. In particular, unpatented trade secrets in the fields of research, development and engineering are an important aspect of Archer’s business by ensuring that its technology remains confidential.
The Business Combination
The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination.
If the Business Combination Agreement is approved and the Business Combination is subsequently completed, Merger Sub will merge with and into Archer, with Archer as the surviving company in the Merger and, after giving effect to such Merger, continuing as a wholly owned subsidiary of Atlas.
Business Combination Consideration
At the Effective Time, (i) each share of Archer common stock outstanding as of immediately prior to the Effective Time (including shares of Archer common stock resulting from the conversion of Archer preferred stock in connection with the Merger, but excluding any shares of Archer common stock as to which appraisal rights have been properly exercised in accordance with Delaware law and shares of Archer common stock held by Archer as treasury stock) will be converted into a right to receive a number of New Archer Class B Shares determined on the basis of the Exchange Ratio (it being understood that if any shares of Archer common stock outstanding immediately prior to the Effective Time are restricted shares subject to certain vesting conditions or are subject to a repurchase option or a risk of forfeiture, then the number of New Archer Class B Shares issued in exchange for such restricted shares will have the same terms and conditions as were applicable to such restricted shares immediately prior to the Effective Time (including with respect to vesting and termination-related provisions)), (ii) each option (whether vested or unvested) to purchase shares of Archer common stock that is outstanding as of immediately prior to the Effective Time will be converted into an option to purchase a number of New Archer Class B Shares based on the
 
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Exchange Ratio, (iii) each restricted stock unit award (whether vested or invested) that is outstanding as of immediately prior to the Effective Time with respect to shares of Archer common stock will be converted into a restricted stock unit award with respect to a number of New Archer Class B Shares based on the Exchange Ratio, and (iv) outstanding warrants (whether vested or unvested) to purchase Archer common stock will be converted into warrants to purchase a number of New Archer Class B Shares in accordance with the terms of such warrants. As of the date of this proxy statement/prospectus, the Exchange Ratio was approximately 1.73. See the section entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Consideration to Archer Equityholders in the Business Combination” of this proxy statement/prospectus for additional information.
Conditions to Closing of the Business Combination
Conditions to Each Party’s Obligations.   The respective obligations of each party to the Business Combination Agreement to consummate the transactions contemplated by the Business Combination are subject to the satisfaction or, if permitted by applicable law, waiver by the party whose benefit such condition exists of the following conditions:

the applicable waiting period or consent under the HSR Act relating to the Business Combination having been expired, been terminated or obtained (or deemed, by applicable law, to have been obtained), as applicable;

no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by Business Combination being in effect;

this registration statement/proxy statement becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to this registration statement/proxy statement, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending;

Atlas’s initial listing application with NYSE in connection with the transactions contemplated by the Business Combination Agreement being approved and, immediately following the Effective Time, Atlas satisfying any applicable initial and continuing listing requirements of NYSE, and Atlas not having received any notice of non-compliance in connection therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the New Archer Class A common stock being approved for listing on NYSE;

the Archer Stockholder Written Consent (as defined below) being obtained;

the approval of the Business Combination Proposal, the Charter Proposal and the NYSE Proposal by the affirmative vote of the holders of the requisite number of shares of Atlas entitled to vote thereon being obtained in accordance with Atlas’ governing documents and applicable law; and

after giving effect to the transactions contemplated by the Business Combination Agreement (including the PIPE Financing), Atlas having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time of the Merger.
Other Conditions to the Obligations of the Atlas Parties.   The obligations of the Atlas Parties to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by Atlas (on behalf of itself and the other Atlas Parties) of the following further conditions:

the representations and warranties of Archer regarding organization and qualification of Archer, certain representations and warranties regarding the capitalization, and amounts payable upon a change in control, of Archer and the representations and warranties of Archer regarding the authority of Archer to, among other things, consummate the transactions contemplated by the Business Combination Agreement, and brokers fees being true and correct (without giving effect to any limitation of “materiality” or “Archer Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all material respects as of the Closing Date as if made at and as of such date (or, if given as of an earlier date, as of such earlier date);
 
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certain other representations and warranties regarding the capitalization of Archer being true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

the representations and warranties of Archer regarding the absence of an “Archer Material Adverse Effect” during the period beginning on September 30, 2020 and ending on the date of the Business Combination Agreement being true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

the other representations and warranties of Archer being true and correct (without giving effect to any limitation as to “materiality” or “Archer Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Archer Material Adverse Effect;

Archer having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement prior to the Closing;

since the date of the Business Combination Agreement, no Archer Material Adverse Effect having occurred;

the Archer Preferred Conversion having occurred as contemplated by the Conversion Written Consent (as defined below);

Atlas having received the Registration Rights Agreement duly executed by Archer stockholders; and

Atlas having received a certificate executed by an authorized officer of Archer confirming that the conditions set forth in the six bullet points in this section have been satisfied.
Other Conditions to the Obligations of Archer.   The obligations of Archer to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by Archer of the following further conditions:

the representations and warranties regarding organization and qualification of the Atlas Parties, the authority of Atlas to execute and deliver the Business Combination Agreement, and each of the ancillary documents thereto to which it is or will be a party, to perform its obligations under the Business Combination Agreement and ancillary documents thereto and to consummate the transactions contemplated thereby, certain representations and warranties regarding the capitalization of the Atlas Parties and brokers fees being true and correct, in all material respects as of the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

certain other representations and warranties regarding the capitalization of Atlas being true and correct in all respects, (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

the other representations and warranties of the Atlas Parties being true and correct (without giving effect to any limitation of “materiality” or “Atlas Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause an Atlas Material Adverse Effect;

the Atlas Parties having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under the Business Combination Agreement;

the Aggregate Transaction Proceeds being equal to or greater than $600,000,000;

Archer having received the Registration Rights Agreement duly executed by Atlas and the Sponsor; and

Archer having received a certificate executed by an authorized officer of Atlas confirming that the conditions set forth in the first four bullet points of this section have been satisfied.
 
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Exclusive Dealing
Subject to certain exceptions, prior to the Closing or termination of the Business Combination Agreement, each of Atlas and Archer agreed to be subject to certain exclusivity obligations. See the section entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Covenants of the Parties” of this proxy statement/prospectus for additional information.
Recommendation of the Atlas Board and the Archer Board
Pursuant to the Business Combination Agreement, at any time prior to obtaining the approval of the Transaction Proposals, the Atlas Board may amend, change, withdraw, modify, withhold, qualify or fail to make a recommendation to its stockholders to approve the Transaction Proposals (any such action an “Atlas Change in Recommendation”) if the Atlas Board shall have concluded in good faith, after consultation with its outside legal advisors and financial advisors, that the failure to make an Atlas Change in Recommendation would be a breach of its fiduciary duties under applicable law, subject to additional terms and conditions set forth in the Business Combination Agreement. An Atlas Change in Recommendation will not limit or otherwise affect the agreements and covenants set forth in the Sponsor Letter Agreement (as defined below). See the section entitled “Proposal No. 1: the Business Combination Proposal — The Business Combination Agreement — Recommendation of the Atlas Board and the Archer Board” of this proxy statement/prospectus for additional information.
In addition, pursuant to the Business Combination Agreement, at any time prior to, but not after, receipt of the Archer Stockholder Written Consent (as defined below), Archer’s board of directors may amend, change, withdraw, modify, withhold, qualify or fail to recommend to Archer’s stockholders to approve and adopt the Business Combination Agreement, including the ancillary documents thereto to which Archer is a party, and the Business Combination (including the Merger) (any such action an “Archer Change in Recommendation”) if Archer’s board of directors shall have concluded in good faith, after consultation with its outside legal advisors and financial advisors, that the failure to make an Archer Change in Recommendation would be a breach of its fiduciary duties under applicable law, subject to additional terms and conditions set forth in the Business Combination Agreement. Archer agreed that, unless the Business Combination Agreement is terminated in accordance with its terms, Archer will be obligated to deliver to Atlas the Archer Stockholder Written Consent and the Conversion Written Consent, regardless of whether or not there shall be any Archer Change in Recommendation. An Archer Change in Recommendation will not limit or otherwise affect the agreements and covenants set forth in the Transaction Support Agreements.See the section entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Recommendation of the Atlas Board and the Archer Board” of this proxy statement/prospectus for additional information.
Archer Preferred Conversion
In connection with the Business Combination, immediately prior to the Effective Time, each share of Archer preferred stock then issued and outstanding will be converted into a number of shares of Archer common stock in accordance with an irrevocable written consent to be executed by certain Archer stockholders, who, collectively, hold at least a majority of Archer preferred stock (the “Conversion Written Consent”) and the amended and restated certificate of incorporation of Archer (the “Archer Preferred Conversion”). Archer has agreed to obtain and deliver the Conversion Written Consent to Atlas as promptly as reasonably practicable after this proxy statement/prospectus is declared effective under the Securities Act and, in any event, within one business day of its effectiveness.
Archer Stockholder Written Consent; Archer Information Statement
Archer has agreed that as promptly as reasonably practicable after this proxy statement/prospectus is declared effective under the Securities Act and, in any event within one business day of its effectiveness, it will obtain and deliver to Atlas a written consent approving and adopting the Business Combination Agreement and the ancillary documents thereto to which Archer is a party or will be a party and the transactions contemplated therein (including the Merger) that is duly executed by Archer stockholders that hold at least the requisite number of issued and outstanding shares of Archer common stock required to approve and adopt such matters in accordance with the Delaware General Corporation Law (the “DGCL”)
 
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and Archer’s governing documents and the Archer’s Stockholders Agreements (the “Archer Stockholder Written Consent”). Promptly following the receipt of the Archer Stockholder Written Consent, Archer will prepare and deliver to each Archer stockholder who has not executed and delivered the Archer Stockholder Written Consent an information statement, in form and substance required under the DGCL in connection with the Merger and otherwise reasonably satisfactory to Atlas.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, the following:

by the mutual written consent of Atlas and Archer;

by Atlas, subject to certain exceptions, if any of the representations or warranties made by Archer are not true and correct or if Archer fails to perform any of its respective covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of Atlas, as described in the section entitled “— The Business Combination Agreement — Conditions to Closing of the Business Combination” above could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) 30 days after written notice thereof, and (ii) September 10, 2021 (the “Termination Date”);

by Archer, subject to certain exceptions, if any of the representations or warranties made by the Atlas Parties are not true and correct or if any Atlas Party fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that the condition to the obligations of Archer, as described in the section entitled “— The Business Combination Agreement — Conditions to Closing of the Business Combination” above could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) 30 days after written notice thereof, and (ii) the Termination Date;

by either Atlas or Archer, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement;

by either Atlas or Archer, if any governmental entity shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and nonappealable;

by either Atlas or Archer, if the approval of the Required Transaction Proposal is not obtained at the special meeting (including any adjournment or postponement thereof); and

by Atlas, if Archer does not deliver, or cause to be delivered to Atlas, (i) the Transaction Support Agreements, (ii) the Archer Stockholder Written Consent and (iii) Conversion Written Consent, in each case, when required under the Business Combination Agreement and subject to the other terms and condition set forth therein.
Material U.S. Federal Income Tax Consequences to Atlas Stockholders
For a discussion of the material U.S. federal income tax considerations for holders of Atlas Class A Shares with respect to the exercise of these redemption rights, see the section entitled “Proposal No. 1: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Atlas Stockholders” of this proxy statement/prospectus for additional information. The consequences of a redemption to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your
 
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redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.
Related Agreements
Atlas Letter Agreement
In connection with Atlas’ IPO, the Sponsor and directors and/or officers of Atlas (the “Insiders” and, together with the Sponsor, the “Letter Agreement Parties”) entered into a letter agreement (the “Letter Agreement”) with Atlas, pursuant to which the Letter Agreement Parties have agreed (and their permitted transferees will agree) to vote any Founder Shares and any Atlas Class A Shares held by them in favor of a proposed initial business combination. In addition, the Letter Agreement Parties agreed to waive (i) their redemption rights with respect to any Founder Shares and any Atlas Class A Shares held by them in connection with the completion of an initial business combination or any other tender offer made by Atlas to purchase Atlas Common Stock and (ii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares, and any of the Private Placement Warrants, held by them if Atlas fails to complete an initial business combination within the time period prescribed by its amended and restated certificate of incorporation.
The Letter Agreement Parties also agreed that they will not propose any amendment to Atlas’ amended and restated certificate of incorporation that would modify (i) the substance or timing of the redemption rights of holders of Atlas Class A Shares comprising the units sold in the IPO (the “Offering Shares”) or (ii) (A) Atlas’ obligation to redeem 100% of the Offering Shares if it does not complete an initial business combination within the time period prescribed in its amended and restated certificate of incorporation or (B) any other provisions relating to stockholders’ rights or pre-initial business combination activity, unless Atlas provides its public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Atlas to pay taxes, divided by the number of then outstanding Offering Shares.
The Letter Agreement also provides that (i) the Founder Shares held by the Letter Agreement Parties will be subject to a one year lock-up restriction following an initial business combination (subject to certain exceptions) and (ii) the Private Placement Warrants (including any shares of Atlas Common Stock issued or issuable upon the exercise of such warrants) held by the Letter Agreement Parties shall be subject to a 30-day lock-up restriction following an initial business combination. However, as described below under “—Sponsor Letter Agreement,” the lockup provisions with respect to the Founder Shares will terminate at the Effective Time and the Founder Shares will only be subject to the lockup provisions described under “—Registration Rights Agreement.” The Letter Agreement is incorporated by reference into this proxy statement/prospectus from Exhibit 10.1 to Atlas’ Current Report on Form 8-K, filed on November 2, 2020. You are encouraged to read the Letter Agreement in its entirety.
Transaction Support Agreements
Pursuant to the Business Combination Agreement, within one business day following the execution thereof, Archer obtained and delivered to Atlas transaction support agreements (collectively, the “Transaction Support Agreements”) executed by certain equityholders of Archer (the “Archer Supporting Equityholders”). Under the Transaction Support Agreements, the Archer Supporting Equityholders, among other things, agreed to (i) irrevocably appoint Atlas or any individual designated by Atlas as the Archer Supporting Equityholder’s agent, attorney-in-fact and proxy to attend on behalf of such Archer Supporting Equityholder at any meeting of the Archer Supporting Equityholders with respect to the Business Combination, (ii) vote their respective equity securities in Archer in favor of the Business Combination Agreement and the consummation of the transactions contemplated thereby, (iii) execute and deliver the Archer Stockholder Written Consent and the Conversion Written Consent, (iv) take, or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective as of the Closing, (v) deliver a duly executed counterpart to the Registration Rights Agreement no later than three business days prior to the Closing, (vi) in the case of all Archer Supporting Equityholders other than the Archer Founders, agree to elect to convert their New Archer Class B Shares received in the Business Combination into New Archer
 
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Class B Shares pursuant to the New Archer Charter and (vii) be bound by certain other covenants and agreements related to the Business Combination.
The form of the Transaction Support Agreement is attached hereto as Annex E and is incorporated by reference into this proxy statement/prospectus. You are encouraged to read the form of the Transaction Support Agreement in its entirety.
Subscription Agreements
In connection with the execution of the Business Combination Agreement, Atlas entered into the Subscription Agreements with the PIPE Investors (including with certain of Atlas’ directors and officers, as well as certain employees of Moelis & Company LLC, an affiliate of Atlas and the Sponsor and certain affiliates of Archer). Pursuant to the terms of the Subscription Agreements, Atlas has agreed to issue and sell to the PIPE Investors, in the aggregate, 60,000,000 shares of Class A common stock at a purchase price of $10.00 per share, for an aggregate purchase price of $600,000,000. The closing of the PIPE Financing is conditioned on (i) the Business Combination being consummated substantially concurrently with the closing of the PIPE Financing, (ii) the satisfaction or waiver of all of the conditions set forth in the Business Combination Agreement, (iii) the absence of any judgment, order, law, rule or regulation which has the effect of making consummation of the transactions contemplated by the Subscription Agreement illegal or otherwise restraining or prohibiting consummation of the transactions contemplated thereby; (iv) the NYSE having conditionally authorized the listing of the new shares of Class A common stock to be issued to the PIPE Investors; and (v) the absence of a suspension of the qualification of such new shares of Class A common stock for offering or sale or trading in any jurisdiction. The Subscription Agreements will terminate upon the earliest to occur of (i) the termination of the Business Combination Agreement, (ii) the mutual written agreement of the parties thereto, (iii) Atlas’ notification to the PIPE Investors that Atlas and Archer have abandoned their plans to move forward with the Business Combination and that Atlas has terminated the Investor’s obligations with respect to the subscription without the delivery of the new shares of Class A common stock having occurred, (iv) October 10, 2021, if the Closing has not occurred by such date, or (v) if, at the election of the party the obligations of which are subject to such conditions, any of the closing conditions described above are not satisfied or waived, or are not capable of being satisfied, on or prior to the earlier of the closing of the Business Combination and the Outside Date and, as a result thereof, the transactions contemplated by the Subscription Agreement will not be and are not consummated at the earlier of the closing of the Business Combination and the Outside Date.
The form of Subscription Agreement is incorporated by reference into this proxy statement/prospectus from Exhibit 10.2 to Atlas’ Current Report on Form 8-K, filed on February 10, 2021. You are encouraged to read the form of the Subscription Agreements in its entirety.
Registration Rights Agreement
In connection with the Business Combination, concurrently with the Closing, Atlas, the Sponsor and certain other individuals will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the holders of (i) the Founder Shares, (ii) the Private Placement Warrants and the Atlas Class A Shares underlying such Private Placement Warrants, (iii) the Private Placement Warrants that may be issued upon conversion of working capital loans, (iv) the shares of Class A common stock held by existing Archer equityholders on the Closing Date, (v) the shares of Class A common stock issued or issuable to existing Archer equityholders upon conversion of Class B common stock held by such equityholders on the closing Date, (vi) the private placement warrants issued to United Airlines in connection with the Business Combination and (vii) the shares of Class A common stock issued or issuable to holders of greater than 2% of Archer’s common stock on a fully-diluted basis on the Closing Date, will have registration rights to require us to register a sale of any of our securities held by them. Pursuant to the Registration Rights Agreement, Atlas is required, as soon as practicable, but in any event within thirty (30) days after the Closing Date, to file a Registration Statement to permit the public resale of all the Registrable Securities held by any party to the Registration Rights Agreement from time to time as permitted by Rule 415 under the Securities Act. In addition, on or after the date that is 90 days prior to the expiration of the lock-up provisions described below, any such equityholders holding at least 15% in interest of the then-outstanding number of Registrable Securities
 
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may deliver a written demand requiring Atlas to facilitate a registered offering of the Registrable Securities requested by such equityholders to be included in such offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. Any demanded registered offering will also include registrable shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. Within 45 days after receipt of a demand for such registration, Atlas will be required to cause a registration statement relating to such demand to become effective. The Registration Rights Agreement also provides that Atlas will bear the expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. Furthermore, the Registration Rights Agreement provides that neither the Sponsor nor any holder of greater than 2% of Archer’s common stock on a fully-diluted basis on the Closing Date shall transfer certain of its Registrable Securities until the earlier of (i) 180 days after the completion of the Business Combination and (ii) subsequent to the Business Combination, the date on which Atlas completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Atlas’ stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Sponsor has also agreed not to transfer any private placement warrants (or any common stock issued or issuable upon the exercise of such private placement warrants) until 30 days after completion of the Business Combination.
Sponsor Letter Agreement
Concurrent with the execution of the Business Combination Agreement, the Letter Agreement Parties entered into a sponsor letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor has agreed to (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger), (ii) waive any adjustment to the conversion ratio set forth in the governing documents of Atlas or any other anti-dilution or similar protection with respect to the Founder Shares (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination and (iv) be bound by certain transfer restrictions with respect to its Founder Shares prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. In addition, pursuant to the Sponsor Letter Agreement, the Letter Agreement Parties have agreed to terminate the lock-up provisions in Section 7(a) of the Letter Agreement, which included, among other restrictions, a one year lock-up restriction on the Founder Shares following an initial business combination (subject to certain exceptions) (it being understood that, following such termination at the Effective Time, the Letter Agreement Parties shall be subject to the lock-up provisions described in the Registration Rights Agreement).
A copy of the Sponsor Letter Agreement is attached hereto as Annex D and is incorporated by reference into this proxy statement/prospectus. You are encouraged to read the Sponsor Letter Agreement in its entirety.
Organizational Structure
The diagrams below depict simplified versions of the current organizational structures of Atlas and Archer, respectively.
Atlas (Current Structure)
[MISSING IMAGE: tm218061d1-fc_atlas4clr.jpg]
 
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Archer (Current Structure)
[MISSING IMAGE: tm218061d1-fc_archer4clr.jpg]
Post-Business Combination Structure
The diagram below depicts a simplified version of New Archer’s organizational structure immediately following the completion of the Business Combination.
[MISSING IMAGE: tm218061d1-fc_post4clr.jpg]
Impact of the Business Combination on New Archer’s Public Float
It is anticipated that, upon completion of the Business Combination: (i) holders of Founder Shares will retain an ownership interest of approximately 3% in New Archer, (ii) Atlas’ public stockholders will retain an ownership interest of approximately 13% in New Archer, (iii) the PIPE Investors affiliated with Atlas and/or the Sponsor will own approximately 1% of New Archer, (iv) the PIPE Investors affiliated with Archer will own approximately 1% of New Archer, (v) the non-affiliated PIPE Investors will own approximately 15% of New Archer, (vi) former Archer stockholders parties to the Transaction Support Agreements (other than the Archer Founders) will own approximately 23% of New Archer, (vii) the Archer Founders will own approximately 29% of New Archer and (viii) all other former Archer stockholders will own approximately 15% of New Archer. These levels of ownership interest: (a) exclude the impact of the Atlas Class A Shares underlying Public Warrants and Private Placement Warrants, (b) assume that no Atlas’ public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in Atlas’ trust account, (c) exclude the impact of the New Archer Class B Shares underlying Archer restricted shares (whether vested or unvested) that are outstanding as of immediately prior to the Effective Time and will be converted at the Effective Time into a number of New Archer Class B Shares (but subject to same terms and conditions as were applicable to such restricted shares immediately prior to the Effective Time) based on the Exchange Ratio, (d) exclude the impact of the New Archer Class B Shares underlying options (whether vested or unvested) to purchase shares of Archer common stock that are outstanding as of immediately prior to the Effective Time and will be converted at the Effective Time into options to purchase a number of New Archer Class B Shares based on the Exchange Ratio, (e) exclude the impact of the New Archer Class B Shares underlying restricted stock unit awards (whether vested or unvested) to purchase shares of Archer common stock that are outstanding as of immediately prior to the Effective Time and will be
 
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converted at the Effective Time into restricted stock unit awards to purchase a number of New Archer Class B Shares based on the Exchange Ratio, (f) exclude the impact of the New Archer Class B Shares underlying warrants (whether vested or unvested) to purchase shares of Archer common stock that are outstanding as of immediately prior to the Effective Time and will be converted at the Effective Time into warrants to purchase a number of New Archer Class B Shares in accordance with the terms of such warrants, (g) assume that no shares are issued pursuant to the 2021 Plan and (h) assume that no shares are issued pursuant to the Employee Stock Purchase Plan. See the sections titled “Unaudited Pro Forma Condensed Combined Financial Information”, “Proposal No. 5 — The Equity Incentive Plan Proposal” and “Proposal No. 6 — The Employee Stock Purchase Plan Proposal” of this proxy statement/prospectus for additional information.
The following table illustrates varying beneficial ownership levels in New Archer, assuming no redemptions by Atlas’ public stockholders and the maximum redemptions by Atlas’ public stockholders:
No Redemptions(1)
Maximum
Redemption(2)
Pro Forma Ownership
Number of
NewArcher
Class A
Shares
%
of O/S
Number of
New Archer
Class B
Shares
%
of O/S
Number of
New Archer
Class A
Shares
%
of O/S
Number of
New Archer
Class B
Shares
%
of O/S
Holders of Founder Shares
12,500,000 6% 0% 12,500,000 8% 0%
Atlas’ public stockholders
50,000,000 24% 0% 0% 0%
PIPE Investors – affiliates of Atlas and/or the Sponsor(3)(4)
2,000,000 1% 0% 2,000,000 1% 0%
PIPE Investors – affiliates of Archer(3)(5)
3,200,000 1% 0% 3,200,000 2% 0%
PIPE Investors – non-affiliated holders(3)(5)
54,800,000 26% 0% 54,800,000 34% 0%
Former stockholders of Archer party to
Transaction Support Agreements(6)
87,616,000 42% 0% 87,616,000 55% 0%
Archer Founders(7)
0% 109,768,000 67% 0% 109,768,000 67%
Other former stockholders of Archer(8)
0% 55,183,000 33% 0% 55,183,000 33%
(1)
Assumes that no Atlas Class A Shares are redeemed and excludes potential dilution from Public Warrants and Private Placement Warrants.
(2)
Assumes maximum redemptions of Atlas Class A Shares for aggregate redemption payments of $500.1 million using a per-share redemption price of $10.00. Closing of the Business Combination is conditioned on, among other things, the aggregate cash proceeds from the Trust Account, together with the proceeds from the PIPE Financing, equaling no less than $600,000,000 (after deducting any amounts paid to Atlas stockholders that exercise their redemption rights in connection with the Business Combination).
(3)
Assumes the PIPE Financing is consummated in accordance with its terms for $600,000,000, with 60,000,000 Atlas Class A Shares issued to the PIPE Investors.
(4)
Certain of Atlas’ directors and officers, as well as certain employees of Moelis & Company LLC, an affiliate of Atlas and the Sponsor, have entered into commitments to invest in the PIPE Financing. See the section entitled “Proposal No. 1: The Business Combination Proposal — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for additional information.
(5)
Certain of Archer’s directors and officers, as well as certain employees of Archer have entered into commitments to invest in the PIPE Financing.
(6)
Certain former stockholders of Archer have executed Transaction Support Agreements, pursuant to which they have agreed (other than the Archer Founders) to elect to convert their New Archer Class B Shares received in the Business Combination into New Archer Class B Shares pursuant to the New Archer Charter immediately following the consummation of the Business Combination. The numbers reflected in the above table assumes such conversion has occurred. See the section entitled “Proposal
 
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No. 1: The Business Combination Proposal — Related Agreements — Transaction Support Agreements” of this proxy statement/prospectus for additional information.
(7)
Excludes the impact of the Archer Founder Grants to be allocated to the Archer Founders immediately prior to Closing. See the section entitled “Executive Compensation of Archer” of this proxy statement/prospectus for additional information.
(8)
Assumes stock consideration of 55,183,000 New Archer Class B Shares, based on the balance of the Trust Account as of December 31, 2020 and resulting available distributable cash under the no redemptions scenario. Under the maximum redemptions scenario, it is assumed that 50,000,000 Atlas Class A Shares are redeemed for aggregate redemption payments of $500.1 million using a per-share redemption price of $10.00, resulting in stock consideration of 55,183,000 New Archer Class B Shares.
New Archer’s Board of Directors
Following the Closing, it is expected that the current co-CEOs of Archer, Adam Goldstein and Brett Adcock, will become the co-CEOs of New Archer, and the New Archer Board will consist of seven directors, which will be divided into three classes (Class I, II and III) with Class I consisting of two directors, Class II consisting of two directors and Class III consisting of three directors. Pursuant to the Business Combination Agreement, the New Archer Board will consist of (i) one individual designated by the Sponsor (      , Class II director) prior to the effectiveness of this proxy statement/prospectus, (ii) three individuals designated by Archer (Brett Adcock, Class III director; Adam Goldstein, Class III director; and      , Class I director) and (iii) three individuals identified by Archer (in consultation with Atlas), each qualifying as an “independent director” under the listing rules of NYSE (      , Class I director;      , Class II director; and      , Class III director).
The Special Meeting
Date, Time and Place of the Special Meeting
The Special Meeting will be held on            , 2021, at       Eastern Time, via a virtual meeting. At the Special Meeting, Atlas stockholders will be asked to approve the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the NYSE Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal (if necessary).
Voting Power; Record Date
Atlas has fixed the close of business on            , 2021, as the record date for determining Atlas stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on the record date, there were       shares of Atlas Common Stock outstanding and entitled to vote, of which       are Atlas Class A Shares and 12,500,000 are Founder Shares, representing approximately 20% of the outstanding shares of Atlas Common Stock. Each share of Atlas Common Stock is entitled to one vote per share at the Special Meeting. The Sponsor has agreed to vote the Founder Shares in favor of each of the proposals being presented at the Special Meeting.
Quorum and Vote of Atlas Stockholders
A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of capital stock of Atlas entitled to vote as of the record date at the Special Meeting is represented virtually or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the Founder Shares, who currently own 20% of the issued and outstanding shares of Atlas Common Stock, will count towards this quorum. As of the record date for the Special Meeting,       shares of Atlas Common Stock would be required to achieve a quorum.
Approval of the Business Combination Proposal, the Governance Proposals (each of which is a non-binding, advisory vote), the NYSE Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal require the affirmative vote of a majority of the votes cast by holders of shares of Atlas Common Stock, voting together as a single class at a meeting at which a quorum is present.
 
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Approval of the Charter Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Atlas Common Stock, voting together as a single class, and the affirmative vote of the holders of a majority of the Atlas Class B Shares then outstanding, voting separately as a single class. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Atlas Common Stock, voting together as a single class, regardless of whether a quorum is present.
Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the NYSE Proposal and the Charter Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.
The Proposals to be Submitted at the Special Meeting
The following is a summary of the proposals to be submitted at the special meeting.
Proposal 1: The Business Combination Proposal
A proposal to adopt and approve the Business Combination Agreement, certain related agreements and the transactions contemplated thereby (including the Business Combination). See the section entitled “Proposal No. 1: The Business Combination Proposal” and the Business Combination Agreement, which is attached as Annex A of this proxy statement/prospectus for additional information.
Proposal 2: The Charter Proposal
A proposal to amend Atlas’ amended and restated certificate of incorporation to, among other things, (i) change Atlas’ name to “Archer Aviation Inc.”, (ii) increase the authorized shares of common stock to            shares and authorized shares of preferred stock to           , (iii) provide that shares of Class A common stock shall be entitled to one vote per share, and that shares of Class B common stock shall be entitled to ten votes per share, (iv) require an affirmative vote of 6623% of New Archer’s then-outstanding capital stock to alter, amend, or repeal the proposed bylaws, (v) require an affirmative vote of 66 23% of the voting power of New Archer’s then-outstanding capital stock to alter, amend, or repeal certain provisions of the New Archer Charter, and (vi) provide for certain additional changes which the board of directors believes are necessary to adequately address the needs of New Archer following the Closing.
Proposal 3: The Governance Proposals
A proposal to approve, on a non-binding advisory basis, certain governance provisions in the proposed New Archer Charter, presented separately in accordance with the SEC requirements:

Proposal No. 3.A: To increase the total number of shares of all classes of authorized capital stock from (i) 221,000,000, consisting of (a) 220,000,000 shares of common stock, including (1) 200,000,000 shares of Class A common stock, par value $0.0001 per share and (2) 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share, to (ii) , consisting of (A)       shares of Class A common stock, par value $0.0001 per share, (B)       shares of Class B common stock, par value $0.0001 per share, and (C)       shares of preferred stock, par value $0.0001 per share.

Proposal No. 3.B: To provide that holders of New Archer Class A Shares will be entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of New Archer Class B Shares will be entitled to ten votes per share on all matters to be voted upon by the stockholders.

Proposal No. 3.C: To provide that any amendment to New Archer’s amended and restated bylaws will require the approval of either New Archer’s board of directors or the holders of at least 66 23% of the voting power of New Archer’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.

Proposal No. 3.D: To provide that any amendment to certain provisions of the New Archer Charter will require the approval of the holders of at least 66 23% of the voting power of New Archer’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.
 
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Proposal 4: The NYSE Proposal
A proposal to approve (a) the issuance of       New Archer Class A Shares and       New Archer Class B Shares in the Business Combination and (b) the issuance and sale of 60,000,000 New Archer Class A Shares in the PIPE Financing.
Proposal 5: The Equity Incentive Plan Proposal
A proposal to approve and adopt the 2021 Plan (as defined below), established to be effective after the Closing to assist New Archer in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for New Archer’s success.
Proposal 6: The Employee Stock Purchase Plan Proposal
A proposal to approve and adopt the ESPP (as defined below) to give an opportunity to purchase New Archer Class A Shares following the Closing, to assist New Archer in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for New Archer’s success.
Proposal 7: The Adjournment Proposal
If necessary, a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Governance Proposals, the Equity Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal. See the section entitled “Proposal No. 7: The Adjournment Proposal” of this proxy statement/prospectus for additional information.
Redemption Rights
Holders of Atlas Class A Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any stockholder holding Atlas Class A Shares may demand that Atlas redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $ per share as of                , 2021, the record date for the meeting), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination with Archer is consummated, Atlas will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Business Combination.Additional terms and conditions apply. See the entitled “Atlas Special Meeting of Stockholders — Redemption Rights” of this proxy statement/prospectus for additional information.
Appraisal Rights
Holders of shares of Atlas Common Stock are not entitled to appraisal rights in connection with the Business Combination under Delaware law.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Atlas has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the Special Meeting if it revokes its proxy before such meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Atlas Special Meeting of Stockholders — Revoking Your Proxy” of this proxy statement/prospectus for additional information.
Recommendation of the Atlas Board to Atlas Stockholders
The Atlas Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of Atlas
 
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and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The Atlas Board unanimously recommends that Atlas’ stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposals, “FOR” the NYSE Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, and “FOR” the Adjournment Proposal (if necessary) See the section entitled “— The Board’s Reasons for the Approval of the Business Combination — Recommendation of the Atlas Board and Reasons for the Business Combination.” of this proxy statement/prospectus for additional information.
The Board’s Reasons for the Approval of the Business Combination
Recommendation of the Atlas Board and Reasons for the Business Combination
The Atlas Board, in evaluating the Business Combination, consulted with Atlas’s management and financial, legal and other advisors. In reaching its unanimous resolution (i) that it was fair to and in the best interests of Atlas and its stockholders, and that it was advisable, to enter into the Business Combination Agreement and the ancillary documents to which Atlas is or will be a party and to consummate the transactions contemplated thereby (including the Merger), (ii) to adopt and approve the execution, delivery and performance by Atlas of the Business Combination Agreement, the ancillary documents to which Atlas is or will be a party and the transactions contemplated thereby (including the Merger), (iii) to recommend that the Atlas stockholders entitled to vote thereon vote in favor of each of the Transaction Proposals, including the Business Combination Proposal, and (iv) to direct that each Transaction Proposal, including the Business Combination Proposal, be submitted to the Atlas stockholders for approval, the Atlas Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Atlas Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Atlas Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Atlas Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.
The Atlas Board considered a number of factors pertaining to Archer and the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

Growth Prospects.   Archer is a leader in the Urban Air Mobility (UAM) space, which the Atlas Board believes is an attractive industry with strong growth prospects, particularly as urban density continues to grow.

Strategic and Commercial Agreements.   Archer has entered into a purchase agreement with United Airlines providing for $1 billion in conditional orders for Archer aircraft (with an option, at United Airlines’ election, to order an additional quantity of Archer aircraft at the same unit price for an additional aggregate base purchase price of up to $500 million) beginning as early as 2024 along with expected cooperation regarding FAA certification, airline flight connections, pilot and maintenance crew training and support for Archer’s go-to-market strategy for city launches and airport connections. In addition, Archer has established a partnership with Stellantis, the fourth largest automotive manufacturer in the world by volume, regarding manufacturing and supply chain collaboration.

Sustainability.   Archer is developing a commercially viable all-electric UAM platform that the Atlas Board believes has the potential to move people throughout the world’s cities in a fast, safe, sustainable and cost-effective manner.

Transaction Proceeds.   The fact that (i) the Business Combination is expected to provide approximately $1.1 billion of gross proceeds to New Archer, assuming minimal redemptions by the
 
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Atlas stockholders of their Atlas Class A Shares and (ii) such proceeds are expected to provide sufficient funding required for Archer’s continuing development through commercialization and cash flow breakeven.

Due Diligence.   The Atlas Board reviewed and discussed in detail the results of the due diligence examination of Archer conducted by Atlas’ management team and Atlas’ financial, technical, legal and regulatory advisors, which included a substantial number of virtual and in-person meetings with the management team and advisors of Archer regarding Archer’s business and business plan, operations, prospects and forecasts (including the assumptions and key variables underlying the Archer Financial Model), valuation analyses with respect to the Business Combination, review of material contracts (including Archer’s agreements with United Airlines and Stellantis) and other material matters, as well general financial, technical, legal, regulatory and accounting due diligence.

Financial Condition.   The Atlas Board reviewed factors such as Archer’s historical financial results, outlook and business and financial plans, as well as the financial profiles of publicly traded companies in the aerial vehicle, electric vehicle and electric vehicle battery industries and other shared economy companies, and certain relevant information with respect to companies that had been acquisition targets in transactions similar to the Business Combination. In reviewing these factors, the Atlas Board believed that Archer was well-positioned in its industry for strong potential future growth.

Fairness Opinion.   The opinion of Duff & Phelps, dated February 9, 2021, to the Atlas Board to the effect that, as of that date and qualified by the assumptions, qualifications and limiting conditions therein, the consideration to be paid by Atlas in the Business Combination is fair, from a financial point of view, to Atlas, as more fully described below in the section titled “Proposal No. 1: The Business Combination Proposal—Opinion of Duff & Phelps, the Atlas Board’s Financial Advisor.”

Reasonableness of Consideration.   Following a review of the financial data provided to Atlas, including the Archer Financial Model, and the due diligence of Archer’s business conducted by Atlas’ management and Atlas’ advisors, and taking into account the opinion received from Duff & Phelps regarding the fairness of the consideration to be paid by Atlas in the Business Combination and the support for the implied valuation of Archer indicated by the commitments obtained in the PIPE Financing, the Atlas Board determined that the aggregate consideration to be paid in the Business Combination was reasonable.

Substantial Post-Closing Economic Interest in New Archer.   If the Business Combination is consummated, Atlas stockholders (other than Atlas stockholders that sought redemption of the Atlas Class A Shares) would have a substantial economic interest in New Archer and as a result would have a continuing opportunity to benefit from the success of New Archer following the consummation of the Business Combination.

Management Team.   The Atlas Board believes that Archer has a strong management team and that the senior management of Archer, led by Archer’s co-Chief Executive Officers and co-Founders, intend to remain with New Archer in the capacity of officers and/or directors, which is expected to provide important continuity in advancing Archer’s strategic and growth goals.

Talented Engineering and Design Team.   The Atlas Board believes, based on the due diligence review conducted by Atlas’ management team and Atlas’ advisors, that Archer has gathered a highly accomplished team of engineering and design talent, with significant industry experience, and such engineering and design teams intend to remain with New Archer, which is expected to provide important continuity in advancing Archer’s strategic and growth goals.

Lock-Up.   Archer’s co-Chief Executive Officers and co-Founders and certain other significant equityholders of Archer have agreed to be subject to a six-month lock-up in respect of their shares of New Archer Common Stock received in the Business Combination (subject to certain customary exceptions).

Involvement of PIPE Investors.   The agreement of the PIPE Investors to invest $600 million in New Archer at Closing at $10.00 per share (with the understanding that the New Archer Class A Shares to be acquired by the PIPE Investors in the PIPE financing would not be subject to a lock-up period following the closing of the Business Combination). See the section entitled “Proposal No. 1: The
 
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Business Combination Proposal — Related Agreements — Subscription Agreements” of this proxy statement/prospectus for additional information.

Support of Key Equityholders.   The fact that key Archer equityholders representing approximately 87% of the then issued and outstanding equity of Archer (on a fully diluted basis) delivered Transaction Support Agreements, demonstrating such Archer equityholders’ support of the Business Combination. See the section entitled “Proposal No. 1: The Business Combination Proposal — Related Agreements — Transaction Support Agreements” of this proxy statement/prospectus for additional information.

Other Alternatives.   Atlas completed its IPO in October 2020 with the objective of consummating an attractive business combination. Since that time, as more fully described in “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination”, Atlas has evaluated numerous opportunities for a potential business combination. The Atlas Board believes, based on the terms of the Business Combination, its review of Archer’s business and the financial data provided to Atlas, including the Archer Financial Model, and the due diligence of Archer conducted by Atlas’ management and Atlas’ advisors, that a business combination with Archer would create the best available opportunity to maximize value for Atlas’ stockholders.

Negotiated Transaction.   The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between Atlas and Archer.
The Atlas Board also considered a variety of uncertainties and risks and other potentially negative factors related to Archer’s business and prospects and related to the Business Combination including, but not limited to, the following:

Macroeconomic Risks.   The risk that the future financial performance of Archer may not meet the Atlas Board’s expectations due to factors in Archer’s control or out of its control, including Archer’s ability to obtain expected or required certifications, licenses, approvals, and authorizations from transportation authorities for the eVTOL aircraft being developed by Archer, economic cycles or other macroeconomic factors.

Business Risks. The risks that Archer is an early-stage company with a history of losses and expect significant losses for the foreseeable future, and the risks associated with the United Airlines order constituting all of the current orders for Archer aircraft and that the order is subject to conditions, further negotiation and reaching mutual agreement on certain material terms.

Industry Risks.   Uncertainty pertaining to (i) a nascent and yet-to-be-proven industry that may not fully realize its growth potential, (ii) Archer’s ability to effectively market and sell air transportation as a substitute for conventional methods of transportation, following receipt of governmental operating authority, and (iii) Archer’s ability to compete effectively in the urban air mobility and eVTOL industries.

Redemption Risk.   The potential that a significant number of Atlas stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to Atlas’ Existing Charter, which would reduce the gross proceeds to New Archer from the Business Combination, which could hinder New Archer’s ability to continue its development through commercialization.

Stockholder Vote.   The risk that Atlas’ stockholders may fail to provide the respective votes necessary to effect the Business Combination.

Closing Conditions.   The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Atlas’ control.

Litigation.   The possibility of litigation challenging the Business Combination or that an adverse judgment granting injunctive relief could delay or prevent consummation of the Business Combination.

Listing Risks.   The challenges associated with preparing Archer, a privately held entity, for the applicable disclosure, controls and listing requirements to which New Archer will be subject as a publicly traded company on the NYSE.
 
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Potential Benefits May Not Be Achieved.   The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

Liquidation of Atlas.   The risks and costs to Atlas if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Atlas being unable to effect a business combination by October 31, 2022 and result in the liquidation of Atlas.

Atlas Stockholders Receiving a Minority Position in New Archer.   The fact that current Atlas stockholders will hold a minority position in New Archer, and the fact that the dual class capital structure will have the effect of concentrating voting control with the Archer Founders, which will limit or preclude the ability of Atlas’ current stockholders to influence corporate matters, including any future potential change in control or other material transaction, but the Atlas Board determined that such facts were outweighed by the long-term benefits that a founder-controlled company would provide to Atlas’ stockholders and future stockholders of New Archer after closing.

Post-Business Combination Corporate Governance.   The fact that (i) the holders of New Archer Class B Shares, including the Archer Founders, will be entitled to ten voting rights per share and (ii) the board of directors of New Archer will be classified and that all New Archer directors will not be elected annually. See the section entitled “Proposal No. 3: The Governance Proposals” of this proxy statement/prospectus for a detailed discussion of such governance provisions.

Fees and Expenses.   The expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated.
In addition to considering the factors described above, the Atlas Board also considered other factors including, without limitation:

Interests of Certain Persons.   The Sponsor, the members of the Atlas Board and executive officers of Atlas and the Sponsor have interests in the Business Combination Proposal, the other proposals described in this proxy statement/prospectus and the Business Combination that are different from, or in addition to, those of Atlas stockholders generally (see the section entitled “Proposal No. 1: The Business Combination ProposalInterests of Certain Persons in the Business Combination” of this proxy statement/prospectus). Atlas’ directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Atlas Board, the Business Combination Agreement and the transactions contemplated therein, including the Merger.

Other Risks.   The various risks associated with the Business Combination, the business of Archer, and the business of Atlas, as described in the section entitled “Risk Factors” of this proxy statement/prospectus.
The Atlas Board concluded that the potential benefits expected to be received by Atlas and its stockholders as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. Accordingly, the Atlas Board unanimously resolved (i) that it was fair to and in the best interests of Atlas and its stockholders, and that it was advisable, to enter into the Business Combination Agreement and the ancillary documents to which Atlas is or will be a party and to consummate the transactions contemplated thereby (including the Merger), (ii) to adopt and approve the execution, delivery and performance by Atlas of the Business Combination Agreement, the ancillary documents to which Atlas is or will be a party and the transactions contemplated thereby (including the Merger), (iii) to recommend that the Atlas stockholders entitled to vote thereon vote in favor of each of the Transaction Proposals, including the Business Combination Proposal, and (iv) to direct that each Transaction Proposal, including the Business Combination Proposal, be submitted to the Atlas stockholders for approval.
Interests of Atlas’ Directors and Officers and Others in the Business Combination
Certain members of the Atlas Board and executive officers of Atlas and the Sponsor may have interests in the Business Combination that may be different from, or in addition to, the interests of Atlas’
 
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stockholders generally. The Atlas Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be adopted and approved by the stockholders of Atlas. See the section entitled “Proposal No. 1: The Business Combination Proposal — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for additional information.
Sources and Uses of Funds for the Business Combination
The following tables summarize the sources and uses for funding the Business Combination (i) assuming that none of Atlas’ outstanding shares of Class A common stock are redeemed in connection with the Business Combination and (ii) assuming that all of Atlas’ outstanding shares of Class A common stock are redeemed in connection with the Business Combination.
No Redemption
Source of Funds
(in millions)
Uses
(in millions)
Existing Cash held in trust account(1)
$ 500.1
Shares of New Archer common stock
issued to Archer Equityholders(2)
$ 2,525.7
Shares of New Archer common stock issued to Archer Equityholders(2)
2,525.7
Transaction Fees and Expenses(3)
73.1
PIPE Financing
600.0
Remaining Cash on Balance Sheet(4)
1,027.0
Total Sources
$ 3,625.8
Total Uses
$ 3,625.8
(1)
As of December 31, 2020.
(2)
Shares issued to New Archer’s stockholders are at a deemed value of $10.00 per share. Assumes 252,567,000 shares are issued to New Archer’s stockholders at Closing in the form of 87,616,000 and 164,951,000, Class A and B Shares, respectively. See “Unaudited Pro Forma Condensed Combined Financial Information” for more details.
(3)
Represents an estimated amount, inclusive of fees related to the marketing agreement in connection with the Business Combination, legal, PIPE Financing, and other fees.
(4)
Does not include an aggregate of 24,666,667 warrants outstanding with an exercise price of $11.50 per share or historical cash and cash equivalents at December 31, 2020 as presented elsewhere in this proxy statement/prospectus.
Maximum Redemption
Source of Funds
(in millions)
Uses
(in millions)
Existing Cash held in trust account
$ 0.0
Shares of New Archer common stock
issued to Archer Equityholders(1)
$ 2,525.7
Shares of New Archer common stock issued to Archer Equityholders(1)
2,525.7
Transaction Fees and Expenses(2)
73.1
PIPE Financing
600.0
Remaining Cash on Balance Sheet(3)
526.9
Total Sources
$ 3,125.7
Total Uses
$ 3,215.7
(1)
Shares issued to New Archer’s stockholders are at a deemed value of $10.00 per share. Assumes 252,567,000 shares are issued to New Archer’s stockholders at Closing in the form of 87,616,000 and 164,951,000, Class A and B Shares, respectively. See “Unaudited Pro Forma Condensed Combined Financial Information” for more details.
(2)
Represents an estimated amount, inclusive of fees related to the marketing agreement in connection with the Business Combination, legal, PIPE Financing, and other fees.
 
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(3)
Includes minimum cash condition of no less than $600.0 million per the Business Combination Agreement, less estimated transaction fees and expenses of $73.1 million. Does not include an aggregate of 24,666,667 warrants outstanding with an exercise price of $11.50 per share or historical cash and cash equivalents at December 31, 2020 as presented elsewhere in this proxy statement/prospectus.
Regulatory Approval
Completion of the Business Combination is subject to regulatory approval under the HSR Act. Atlas and Archer agreed to use their reasonable best efforts to obtain required regulatory approval and to request early termination of any waiting period under the HSR Act. Atlas and Archer filed Notification and Report Forms with the Antitrust Division and the FTC on February 18, 2021. The regulatory approval to which completion of the Business Combination is subject is described in more detail in the section entitled “Proposal No. 1: The Business Combination Proposal—Regulatory Approval” of this proxy statement/prospectus.
Litigation Related to the Business Combination
There is no material litigation, arbitration or governmental proceeding currently pending against Atlas or any members of its management team in their capacity as such.
Summary of Risk Factors
You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may harm New Archer’s business, financial condition and operating results. Such risks include, but are not limited to:

Archer is an  early-stage company with a history of losses and expectation of significant losses for the foreseeable future;

Archer’s ability to manufacture and deliver its aircraft to customers;

risks associated with the United Airlines order constituting all of the current orders for Archer aircraft and that the order is subject to conditions, further negotiation and reaching mutual agreement on certain material terms;

Archer’s ability to remediate material weaknesses in internal control over financial reporting and ability to maintain an effective system of internal control;

Archer’s ability to realize operating and financial results forecasts which rely in large part upon assumptions and analyses that Archer has developed;

Archer’s ability to effectively market and sell air transportation as a substitute for conventional methods of transportation, following receipt of governmental operating authority;

Archer’s ability to compete effectively in the 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 expected business milestones or launch products on anticipated timelines;

risks associated with Archer’s reliance on its relationships with its suppliers and service providers for the parts and components in its aircraft;

Archer’s ability to successfully develop commercial-scale manufacturing capabilities;

Archer’s ability to successfully address obstacles outside of its control that slow market adoption of electric aircraft;

Archer’s ability to attract, integrate, manage, train and retain qualified senior management personnel or other key employees;
 
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natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other circumstances affecting metropolitan areas;

the potential for losses and adverse publicity stemming from any accident involving small aircraft, helicopters or lithium-ion battery cells;

risks associated with indexed price escalation clauses in customer contracts, which could subject Archer to losses if we have cost overruns or if increases in costs exceed the applicable escalation rate;

Archer’s ability to address a wide variety of extensive and evolving laws and regulations, including data privacy and security laws;

the ability of the parties to successfully or timely consummate the Business Combination;

Archer’s ability to realize the benefits of the Business Combination;

Archer’s ability to protect its intellectual property rights from unauthorized use by third parties;

Archer’s ability to obtain additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances;

cybersecurity risks to Archer’s various systems and software;

risks associated with the dual class structure of New Archer Common Stock which has the effect of concentrating voting control with Adam Goldstein and Brett Adcock, its co-founders and co-Chief Executive Officers.
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF ATLAS
The following table sets forth selected historical financial information of Atlas. Atlas’ balance sheet data as of December 31, 2020 and statement of operations data for the period from August 26, 2020 (inception) through December 31, 2020, are derived from Atlas’ audited historical financial statements included elsewhere in this proxy statement/prospectus. The information is only a summary and should be read in conjunction with Atlas’ consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Atlas” contained elsewhere in this proxy statement/prospectus. Atlas’ historical results are not necessarily indicative of future results.
December 31, 2020
Balance Sheet Data:
Cash
$ 925,923
Investments held in Trust Account
500,098,582
Total assets
501,488,504
Total liabilities
128,958
Total stockholders’ equity
5,000,006
For the Period from
August 26, 2020
(inception) Through
December 31, 2020
Statement of Operations Data:
Loss from operations
$ (229,892)
Unrealized gain on investments held in Trust Account
98,582
Net loss
(131,310)
Basic and diluted net income per share, Class A
$ 0.00
Basic and diluted net loss per share, Class B
$ (0.01)
 
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SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF ARCHER
The following table presents summary financial data for Archer. The summary statement of operations data and statement of cash flows data presented below for the years ended December 31, 2020 and 2019 and the summary balance sheet data presented below as of December 31, 2020 and 2019 has been derived from our audited financial statements included elsewhere in this proxy statement/prospectus. Archer’s historical results are not necessarily indicative of the results to be expected in the future. You should read this summary financial data in conjunction with the section of this proxy statement/prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Archer” and financial statements and related notes included elsewhere in this proxy statement/prospectus.
Year Ended December 31,
2020
2019
(in thousands)
Statement of Operations Data:
Research and development
$ 21,097 $ 769
General and administrative
3,491 122
Total operating expenses
24,588 891
Loss from operations
(24,588) (891)
Other expense, net
(235) (53)
Net loss
$ (24,823) $ (944)
Per share information attributable to Archer:
Net loss per ordinary share basic and diluted(1)
$ (0.49) $ (0.02)
Weighted average ordinary shares basic and diluted
50,164,360 50,000,000
(1)
See Note 3 of the notes to the audited Financial Statement of Archer included elsewhere in this proxy statement/prospectus for an explanation of the calculation of Archer’s net loss per share of common stock, basic and diluted.
As of December 31,
2020
2019
(in thousands)
Balance Sheet Data:
Cash and cash equivalents
$ 36,564 $ 10,149
Total assets
41,779 10,166
Total liabilities
5,856 5,195
Total stockholders’ deficit
25,609 972
For the Year Ended December 31,
2020
2019
(in thousands)
Statement of Cash Flows Data:
Net cash used in operating activities
$ (22,896) $ (809)
Net cash used in investing activities
(1,900) (4)
Net cash provided by financing activities
51,211 10,931
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination and related transactions. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Atlas will acquire all of the outstanding equity interests of Archer in the Business Combination, Atlas will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Archer issuing shares for the net assets of Atlas, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Archer. The summary unaudited pro forma condensed combined balance sheet as of December 31, 2020 gives effect to the Business Combination and related transactions as if they had occurred on December 31, 2020. The summary unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 gives effect to the Business Combination and related transactions as if they had occurred on January 1, 2020.
The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Atlas and Archer for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Atlas’ financial position or results of operations actually would have been had the business combination and related transactions been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Atlas following the reverse recapitalization.
The pro forma adjustments giving effect to the Business Combination and related transactions are summarized below, and are discussed in further detail in the footnotes to the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus:

the consummation of the Business Combination and reclassification of cash held in the Trust Account to cash and cash equivalents, net of redemptions;

the consummation of the PIPE Financing;

the accounting for deferred offering costs and transaction costs incurred by both Atlas and Archer; and

the accounting for the issuance of restricted stock units in connection with the Archer Founder Grants as stipulated in the Business Combination Agreement.
The Summary Pro Forma Information has been prepared using the assumptions below with respect to the potential redemption into cash of Atlas’ common stock:

Assuming No Redemptions: This scenario assumes that no Public Stockholders of Atlas exercise
redemption rights with respect to their Public Shares for a pro rata share of the funds in Atlas’ trust
account.

Assuming Maximum Redemptions: This scenario assumes that 50,000,000 Atlas Class A Shares subject to redemption of Atlas are redeemed for an aggregate payment of approximately $500.1 million (based on an estimated per share redemption price of approximately $10.00 that was calculated using the $500.1 million of cash in the Trust Account divided by 50,000,000 Atlas Class A Shares subject to redemption assuming the pro forma maximum redemption scenario pursuant to the Merger Agreement.) Under the terms of the Business Combination Agreement, the aggregate cash proceeds received from the Trust Account, together with the proceeds from the PIPE Financing must equal no less than $600.0 million.
 
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Pro Forma
Combined
(Assuming No
Redemptions)
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
(in thousands, except share data)
Summary Unaudited Pro Forma Condensed Combined
Statement of Operations Data
Year Ended December 31, 2020
Net loss
$ (166,858) $ (58,677)
Net loss per share attributed to Class A common stock
$ (91,414) $ (28,776)
Net loss per share of Class A common stock — basic and diluted
$ (0.44) $ (0.18)
Weighted average shares of common stock outstanding, Class A common
stock — basic and diluted
210,116,000 160,116,000
Net loss per share attributed to Class B common stock
$ (75,444) $ (29,901)
Net loss per share of Class B common stock — basic and diluted
$ (0.44) $ (0.18)
Weighted average shares of common stock outstanding, Class B common
stock — basic and diluted
173,410,500 166,379,217
Summary Unaudited Pro Forma Condensed Combined
Balance Sheet Data as of December 31, 2020
Total assets
$ 1,070,168 $ 570,069
Total liabilities
$ 5,985 $ 5,985
Total stockholders’ equity
$ 1,064,183 $ 564,084
 
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COMPARATIVE PER SHARE DATA
The following tables present Atlas and Archer’s historical and pro forma per share data as of and for the year ended December 31, 2020. The pro forma net loss per common share data for the year ended December 31, 2020 is presented as if the Business Combination had been completed on January 1, 2020. The pro forma book value per share information is presented as if the Business Combination had been completed on December 31, 2020. The information provided in the table below is unaudited.
The historical per share data of Atlas was derived from the audited financial statements of Atlas as of December 31, 2020 and for the period from August 26, 2020 (inception) through December 31, 2020, included elsewhere in this proxy statement/prospectus. The historical financial information of Archer was derived from the audited consolidated financial statements of Archer as of and for the year ended December 31, 2020, included elsewhere in this proxy statement/prospectus. This information should be read together with Atlas’s and Archer’s audited financial statements and related notes, the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and other financial information included elsewhere in this proxy statement/prospectus.
The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the results of operations or the financial condition that would have occurred if the merger had been completed as of the dates described above.
As of and Period ended December 31, 2020
Historical
Pro Forma Combined(4)
Archer
Aviation Inc.(3)
Atlas Crest
Investment Corp.(2)
Assuming
No Redemptions
Assuming
Maximum
Redemptions
(in thousands, except share data)
Basic and diluted net income (loss) per share, common stock and Redeemable Class A Common Stock
$ (0.49) $ 0.00 N/A N/A
Book value per common stock and Redeemable Class A common stock — basic and diluted(1)
$ (0.50) $ 0.08 N/A N/A
Weighted average shares of common stock outstanding, common stock and Redeemable Class A common stock — basic and diluted
50,164,360 49,635,954 N/A N/A
Basic and diluted net loss per share, Non-Redeemable Class A
and Class B Common Stock
N/A $ (0.01) $ (0.44) $ (0.18)
Book value per Class B common stock — basic and diluted(1)
N/A $ 0.08 $ 2.77 $ 1.73
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock
N/A 12,864,046 383,526,500 326,495,217
(1)
Book value per share is computed as total shareholders’ equity divided by common shares outstanding.
(2)
Net income (loss) per common share for the Atlas is based on the net loss and weighted average number of common shares outstanding for period from August 26, 2020 (inception) through December 31, 2020.
(3)
Net loss per common share for Archer and the pro forma information is based on the net loss and weighted average number of common shares outstanding for the year ended December 31, 2020.
(4)
Net loss per common share — basic and diluted and book value per share in these columns are computed on a pro forma combined basis assuming no redemptions or maximum redemptions. See section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for calculation of pro forma net loss per common share — basic and diluted, pro forma common shares outstanding, and pro forma shareholders’ equity.
 
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RISK FACTORS
You should carefully consider all the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Proposals described in this proxy statement/prospectus.
The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, New Archer’s business, financial condition and results of operations. If any of the events described below occur, New Archer’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of New Archer’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Atlas and Archer.
Risks Related to Archer’s Business and Industry and New Archer Following the Business Combination
Archer is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the foreseeable future.
Archer incurred a net loss of $24.8 million for the year ended December 31, 2020 and has incurred a net loss of approximately $25.8 million since inception through December 31, 2020. Archer believes that it will continue to incur operating and net losses each quarter until at least the time it begins significant deliveries of its eVTOL aircraft, which are not expected to begin until late 2024/2025 and may occur later or not at all. Even if Archer is able to successfully develop and sell its aircraft, there can be no assurance that they will be financially successful. Archer’s potential profitability is dependent upon the successful development and successful commercial introduction and acceptance of its aircraft, which may not occur.
Archer expects the rate at which it will incur losses to be significantly higher in future periods as Archer:

continues to design, develop, manufacture and market its aircraft;

continues to utilize its third-party partners for design, supply and manufacturing;

expands its production capabilities, including costs associated with outsourcing the manufacturing of its aircraft;

builds up inventories of parts and components for its aircraft;

manufactures an inventory of its aircraft;

expands its design, development and servicing capabilities;

increases its sales and marketing activities and develops its distribution infrastructure; and

increases its general and administrative functions to support its growing operations and to operate as a public company.
Because Archer will incur the costs and expenses from these efforts before it receives any incremental revenues with respect thereto, Archer’s losses in future periods will be significant. In addition, Archer may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase Archer’s losses.
Archer has not yet manufactured or delivered any aircraft to customers, which makes evaluating Archer’s business and future prospects difficult and increases the risk of investment.
Archer was incorporated in October 2018 and has a limited operating history in the urban air mobility industry, which is continuously evolving. Archer’s aircraft are in the development stage and Archer does not expect its first vehicle to be produced until 2024, if at all. Archer has no experience as an organization in high volume manufacturing of the planned aircraft. Archer cannot assure you that it or its partners will be able to develop efficient, automated, cost-efficient manufacturing capability and processes, and reliable sources of component supplies that will enable Archer to meet the quality, price, engineering, design and production
 
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standards, as well as the production volumes, required to successfully mass market its aircraft. You should consider Archer’s business and prospects in light of the risks and significant challenges it faces as a new entrant into its industry, including, among other things, with respect to its ability to:

design and produce safe, reliable and quality aircraft on an ongoing basis;

obtain the necessary regulatory approvals in a timely manner, including receipt of governmental authority for manufacturing the equipment and, in turn, marketing, selling and operating Archer’s UAM service;

build a well-recognized and respected brand;

establish and expand its customer base;

successfully market not just Archer’s aircraft but also the other services it intends to provide, such as aerial ride sharing services;

successfully service its aircraft after sales and maintain a good flow of spare parts and customer goodwill;

improve and maintain its operational efficiency;

successfully execute its manufacturing and production model and maintain a reliable, secure, high-performance and scalable technology infrastructure;

predict its future revenues and appropriately budget for its expenses;

attract, retain and motivate talented employees;

anticipate trends that may emerge and affect its business;

anticipate and adapt to changing market conditions, including technological developments and changes in competitive landscape; and

navigate an evolving and complex regulatory environment.
If Archer fails to adequately address any or all of these risks and challenges, its business may be harmed.
The United Airlines purchase agreement has a conditional purchase order which constitutes all of the current orders for Archer aircraft. If the conditions to United Airlines’ order are not met, or if this order is cancelled, modified or delayed, Archer’s prospects, results of operations, liquidity and cash flow will be harmed.
The United Airlines purchase agreement has a conditional purchase order which constitutes all of the current orders for Archer aircraft. This order and the purchase agreement between Archer and United Airlines are subject to conditions, including certification of Archer’s aircraft by the Federal Aviation Authority (the ‘‘FAA’’), and further negotiation and reaching mutual agreement on certain material terms, such as aircraft specifications, warranties, usage and transfer of the aircraft, performance guarantees, delivery periods, most favored nation provisions, the type and extent of assistance to be provided by United Airlines in obtaining certification of the aircraft, territorial restrictions, rights to jointly developed intellectual property, escalation adjustments and other matters. The obligations of United Airlines to consummate the order will arise only after all of such material terms are agreed in the discretion of each party. Further, and in addition to other termination rights set forth in the purchase agreement and the collaboration agreement, if the parties do not agree on such material terms, either party will have the right to terminate the agreements if such party determines in its discretion that it is not likely that such material terms will be agreed in a manner that is consistent with such party’s business and operational interests (as those interests may change from time to time). If this order is cancelled, modified or delayed, or otherwise not consummated, or if Archer is otherwise unable to convert its strategic relationships or collaborations into sales revenue, Archer’s prospects, results of operations, liquidity and cash flow will be affected.
Archer’s business plans require a significant amount of capital. In addition, its future capital needs may require Archer to sell additional equity or debt securities that may dilute its stockholders or introduce covenants that may restrict its operations or its ability to pay dividends.
Archer expects its capital expenditures to continue to be significant in the foreseeable future as it expands its business, and that its level of capital expenditures will be significantly affected by customer
 
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demand for its aircraft. Archer expects that following the Closing, Archer will have sufficient capital to fund its currently planned operations based on current projections, which are subject to change. Overall, however, Archer expects to make significant investments in its business, including development of its aircraft and investments in its brand. These efforts may prove more expensive than currently anticipated, and Archer may not succeed in acquiring sufficient capital to offset these higher expenses and achieve positive revenue generation. The fact that Archer has a limited operating history means it has limited historical data on the demand for its aircraft. As a result, Archer’s future capital requirements may be uncertain and actual capital requirements may be different from those it currently anticipates. Archer may need to seek equity or debt financing to finance a portion of its capital expenditures. Such financing might not be available to Archer in a timely manner or on terms that are acceptable, or at all.
Archer’s ability to obtain the necessary financing to carry out its business plan is subject to a number of factors, including general market conditions and investor acceptance of Archer’s business model. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to Archer. If Archer is unable to raise sufficient funds, it will have to significantly reduce its spending, delay or cancel its planned activities or substantially change its corporate structure. Archer might not be able to obtain any funding, and it might not have sufficient resources to conduct its business as projected, both of which could mean that Archer would be forced to curtail or discontinue its operations.
In addition, Archer’s future capital needs and other business reasons could require it to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute its stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict Archer’s operations or its ability to pay dividends to its stockholders.
If Archer cannot raise additional funds when it needs or want them, its operations and prospects could be negatively affected.
Archer identified material weaknesses in its internal control over financial reporting. If Archer is unable to remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect Archer’s business and stock price.
In connection with the preparation and audit of Archer’s financial statements for the year ended December 31, 2020, material weaknesses were identified in Archer’s internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Archer’s annual or interim financial statements will not be prevented or detected on a timely basis. These material weaknesses are as follows:

Archer did not design and maintain an effective control environment commensurate with its financial reporting requirements. Archer lacked a sufficient number of trained professionals with (i) an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls. Additionally, the limited personnel resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in its finance and accounting functions.
This material weakness in the control environment contributed to the following additional material weaknesses:

Archer did not design and maintain an effective risk assessment process at a precise enough level to identify new and evolving risks of material misstatement in Archer’s financial statements. Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting.

Archer did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the preparation and review of business performance reviews, account reconciliations and journal entries.
 
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Archer did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of their financial statements. Specifically, Archer did not design and maintain:

user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel;

program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately; and

computer operations controls to ensure that data backups are authorized and monitored.
These material weaknesses resulted in immaterial audit adjustments to the research and development expense and property and equipment line items in our financial statements and related disclosures for the years ended December 31, 2020 and 2019. Additionally, each of these material weaknesses could result in a misstatement of substantially all of Archer’s accounts or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.
Archer has begun implementation of a plan to remediate these material weaknesses described above. Those remediation measures are ongoing and include the following:

Hiring additional accounting and IT personnel during 2021, including a new chief financial officer and other accounting personnel to bolster its accounting and IT capabilities and capacity, and to establish and maintain Archer’s internal controls;

Designing and implementing controls to formalize roles and review responsibilities to align with Archer’s team’s skills and experience and designing and implementing formal controls over segregation of duties;

Designing and implementing a formal risk assessment process to identify and evaluate changes in Archer’s business and the impact on its internal controls;

Designing and implementing formal processes, policies and procedures supporting Archer’s financial close process, including completion of business performance reviews and creation of standard balance sheet reconciliation templates and journal entry controls; and

Designing and implementing IT general controls, including controls over the review and update of user access rights and privileges, change management processes and procedures, and data backup authorization and monitoring.
While Archer believes these efforts will remediate the material weaknesses, Archer may not be able to complete its evaluation, testing or any required remediation in a timely fashion, or at all. Archer cannot assure you that the measures it has taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to its material weaknesses in internal control over financial reporting or that they will prevent or avoid potential future material weaknesses. The effectiveness of Archer’s internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. Any failure to design or maintain effective internal controls over financial reporting or any difficulties encountered in their implementation or improvement could increase compliance costs, negatively impact share trading prices, or otherwise harm Archer’s operating results or cause it to fail to meet its reporting obligations.
For the year ended December 31, 2020, Archer’s independent registered public accounting firm has included an explanatory paragraph relating to Archer’s ability to continue as a going concern in its report on Archer’s audited financial statements included in this proxy statement/prospectus.
Archer’s report from their independent registered public accounting firm for the year ended December 31, 2020 includes an explanatory paragraph stating that Archer’s recurring losses from operations and cash outflows from operating activities raise substantial doubt about Archer’s ability to continue as a
 
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going concern. Archer’s consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty and do not reflect the transactions contemplated by the Business Combination. If the Business Combination is not consummated and Archer is not able to obtain sufficient funding, its business, prospects, financial condition and results of operations will be harmed and Archer may be unable to continue as a going concern. If Archer is unable to continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on its audited financial statements, and it is likely that investors would lose part or all of their investment. Future reports from Archer’s independent registered public accounting firm may also contain statements expressing substantial doubt about its ability to continue as a going concern. If there remains substantial doubt about Archer’s ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to Archer on commercially reasonable terms, or at all, and Archer’s business may be harmed.
If Archer experiences harm to its reputation and brand, Archer’s business, financial condition and results of operations could be adversely affected.
Continuing to increase the strength of its reputation and brand for high-performing, sustainable, safe and cost-effective urban air mobility is critical to Archer’s ability to attract and retain customers and partners. In addition, Archer’s growth strategy includes international expansion through joint ventures, minority investments or other partnerships with local companies as well as event activations and cross-marketing with other established brands, all of which benefit from Archer’s reputation and brand recognition. The successful development of Archer’s reputation and brand will depend on a number of factors, many of which are outside its control. Negative perception of Archer’s platform or company may harm its reputation and brand, including as a result of:

complaints or negative publicity or reviews about Archer, independent third-party aircraft operators fliers, its air mobility services or other brands or events Archer associate with, even if factually incorrect or based on isolated incidents;

changes to Archer’s operations, safety and security, privacy or other policies that users or others perceive as overly restrictive, unclear or inconsistent with Archer’s values;

illegal, negligent, reckless or otherwise inappropriate behavior by fliers, independent or other third parties involved in the operation of Archer’s business or by Archer’s management team or other employees;

actual or perceived disruptions or defects in Archer’s flight control software or aerial ride sharing platform, such as data security incidents, platform outages, payment processing disruptions or other incidents that impact the availability, reliability or security of Archer’s offerings;

litigation over, or investigations by regulators into, Archer’s operations or those of Archer’s independent third-party aircraft operators;

a failure to operate Archer’s business in a way that is consistent with its values;

negative responses by independent third-party aircraft operators or fliers to new mobility offerings;

perception of Archer’s treatment of employees, contractors or independent third-party aircraft operators and Archer’s response to their sentiment related to political or social causes or actions of management; or

any of the foregoing with respect to Archer’s competitors, to the extent such resulting negative perception affects the public’s perception of Archer or its industry as a whole.
In addition, changes Archer may make to enhance and improve its offerings and balance the needs and interests of its independent third-party aircraft operators and fliers may be viewed positively from one group’s perspective (such as fliers) but negatively from another’s perspective (such as independent third-party aircraft operators), or may not be viewed positively by either independent third-party aircraft operators or fliers. If Archer fails to balance the interests of independent third-party aircraft operators and fliers or make changes that they view negatively, independent third-party aircraft operators and fliers may stop purchasing
 
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Archer’s aircraft or stop using Archer’s platform or take fewer flights, any of which could adversely affect Archer’s reputation, brand, business, financial condition and results of operations.
The markets for Archer’s offerings are still in relatively early stages of growth, and if such markets do not continue to grow, grow more slowly than Archer expects or fail to grow as large as it expects, Archer’s business, financial condition and results of operations could be harmed.
The markets for Archer’s eVTOL aircraft are still in relatively early stages of growth, and Archer’s success in these markets is dependent upon its ability to effectively market and sell air urban air mobility as a substitute for conventional methods of transportation and the effectiveness of its other marketing and growth strategies. If the public does not perceive urban air mobility as beneficial, or chooses not to adopt urban air mobility as a result of concerns regarding safety, affordability or for other reasons, then the market for Archer’s offerings may not further develop, may develop more slowly than Archer expects or may not achieve the growth potential it expects, any of which could harm Archer’s business, financial condition and results of operations.
Growth of Archer’s business will require significant investments in its Vertiport infrastructure, technology and marketing and sales efforts. If Archer’s business does not generate the level of available cash flow required to support these investments, Archer’s results of operations will be negatively affected. Further, Archer’s ability to effectively manage growth and expansion of its operations will also require Archer to enhance its operational systems, internal controls and infrastructure, human resources policies and reporting systems. These enhancements will require significant capital expenditures and allocation of valuable management and employee resources.
The electric vertical take-off and landing (“eVTOL”) aircraft industry may not continue to develop, eVTOL aircraft may not be adopted by the market or Archer’s independent third-party aircraft operators, eVTOL aircraft may not be certified by transportation authorities or eVTOL aircraft may not deliver the expected reduction in operating costs, any of which could adversely affect Archer’s prospects, business, financial condition and results of operations.
eVTOL aircraft involve a complex set of technologies, which Archer must continue to further develop and rely on its independent third-party aircraft operators to adopt. However, before eVTOL aircraft can fly passengers, Archer must receive requisite approvals from federal transportation authorities. No eVTOL aircraft are currently certified by the FAA for commercial operations in the United States, and there is no assurance that Archer’s research and development will result in government-certified aircraft that are market-viable or commercially successful in a timely manner or at all. In order to gain government certification, the performance, reliability and safety of eVTOL aircraft must be proven, none of which can be assured. Even if eVTOL aircraft are certified, individual operators must conform eVTOL aircraft to their licenses, which requires FAA approval, and individual pilots also must be licensed and approved by the FAA to fly eVTOL aircraft, which could contribute to delays in any widespread use of eVTOL aircraft and potentially limit the number of eVTOL aircraft operators available to partner with Archer.
Additional challenges to the adoption of eVTOL aircraft, all of which are outside of Archer’s control, include:

market acceptance of eVTOL aircraft;

state, federal or municipal licensing requirements and other regulatory measures;

necessary changes to Vertiport infrastructure to enable adoption, including installation of necessary charging equipment; and

public perception regarding the safety of eVTOL aircraft.
There are a number of existing laws, regulations and standards that may apply to eVTOL aircraft, including standards that were not originally intended to apply to electric aircraft. Regulatory changes that address eVTOL aircraft more specifically could delay the ability of Archer to receive type certification by transportation authorities and thus delay Archer’s independent third-party aircraft operators’ ability to utilize eVTOL aircraft for their flights. In addition, there can be no assurance that the market will accept eVTOL aircraft, that Archer will be able to execute on its business strategy, or that Archer’s offerings utilizing
 
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eVTOL aircraft will obtain the necessary government operating authority or be successful in the market. There may be heightened public skepticism of this nascent technology and its adopters. In particular, there could be negative public perception surrounding eVTOL aircraft, including the overall safety and the potential for injuries or death occurring as a result of accidents involving eVTOL aircraft, regardless of whether any such safety incidents occur involving Archer. Any of the foregoing risks and challenges could adversely affect Archer’s prospects, business, financial condition and results of operations.
Archer may be unable to manage its future growth effectively, which could make it difficult to execute Archer’s business strategy.
If Archer’s operations continue to grow as planned, of which there can be no assurance, Archer will need to expand its sales, marketing, operations, and the number of partners with whom Archer do business. Archer’s continued growth could increase the strain on its resources, and it could experience operating difficulties, including difficulties in hiring, training and managing an increasing number of employees. These difficulties may result in the erosion of Archer’s brand image, divert the attention of management and key employees and impact financial and operational results. The continued expansion of Archer’s business may also require additional space for administrative support. If Archer is unable to drive commensurate growth, these costs, which include lease commitments, marketing costs and headcount, could result in decreased margins, which could have an adverse effect on Archer’s business, financial condition and results of operations.
Operation of aircraft involves a degree of inherent risk. Archer could suffer losses and adverse publicity stemming from any accident involving small aircraft, helicopters or charter flights and in particular from any accident involving its independent third-party aircraft operators.
The operation of aircraft is subject to various risks, and demand for air transportation, including Archer’s urban air mobility offerings, has and may in the future be impacted by accidents or other safety issues regardless of whether such accidents or issues involve Archer flights, its independent third-party aircraft operators or aircraft flown by Archer’s independent third-party aircraft operators. Air transportation hazards, such as adverse weather conditions and fire and mechanical failures, may result in death or injury to personnel and passengers and which could impact client or passenger confidence in a particular aircraft type or the air transportation services industry as a whole and could lead to a reduction in passenger volume, particularly if such accidents or disasters were due to a safety fault. Safety statistics for air travel are reported by multiple parties, including the Department of Transportation (DOT) and National Transportation Safety Board (NTSB), and are often separated into categories of transportation. Because Archer’s urban air mobility offerings may include a variety of transportation methods, fliers may have a hard time determining how safe urban air mobility services are and their confidence in urban air mobility may be impacted by, among other things, the classification of accidents in ways that reflect poorly on urban air mobility services or the transportation methods urban air mobility services utilize.
Archer believes that safety and reliability are two of the primary attributes fliers consider when selecting air transportation services. Archer’s failure to maintain standards of safety and reliability that are satisfactory to fliers may adversely impact its ability to retain current customers and attract new customers. Archer is at risk of adverse publicity stemming from any public incident involving Archer, our people or our brand. Such an incident could involve the actual or alleged behavior of any of Archer’s employees or independent third-party aircraft operators. Further, if Archer’s personnel, one of its independent third-party aircraft operators’ aircraft, one of Archer’s independent third-party aircraft operators’ Archer-branded aircraft, or a type of aircraft in Archer’s independent third-party aircraft operators’ fleet that is used by Archer is involved in a public incident, accident, catastrophe or regulatory enforcement action, Archer could be exposed to significant reputational harm and potential legal liability. The insurance Archer carries may be inapplicable or inadequate to cover any such incident, accident, catastrophe or action. In the event that Archer’s insurance is inapplicable or inadequate, Archer may be forced to bear substantial losses from an incident or accident. In addition, any such incident, accident, catastrophe or action involving Archer’s employees, one of the Archer-branded aircraft used by Archer belonging to Archer’s independent third-party aircraft operators’ fleet (or personnel and aircraft of Archer’s independent third-party aircraft operators), or the same type of aircraft could create an adverse public perception, which could harm Archer’s reputation, result in air travelers being reluctant to use Archer’s services, and adversely impact Archer’s business,
 
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results of operations and financial condition. If one or more of Archer’s independent third-party aircraft operators were to suffer an accident or lose the ability to fly certain aircraft due to safety concerns or investigations, Archer may be required to cancel or delay certain flights until replacement aircraft and personnel are obtained.
Archer’s operations may also be negatively impacted by accidents or other safety-related events or investigations that occur in or near the airports and heliports Archer plans to utilize for Archer’s urban air mobility services. For example, if an accident were to occur at a heliport Archer relies on for certain flights in the future (assuming Archer is granted government operating authority to do so), Archer may be unable to fly into or out of that heliport until the accident has been cleared, any damage to the facilities have been repaired and any insurance, regulatory or other investigations have be completed.
Additionally, the battery packs in Archer’s aircraft are expected to use lithium-ion cells. On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells. While Archer has taken measures to enhance the safety of its battery designs, a field or testing failure of its aircraft could occur in the future, which could subject Archer to lawsuits, product recalls, or redesign efforts, all of which would be time-consuming and expensive. Also, negative public perceptions regarding the suitability of lithium-ion cells for aerospace applications or any future incident involving lithium-ion cells such as an aircraft or other fire, even if such incident does not involve Archer’s aircraft, could seriously harm its business.
From time to time Archer is expected to store varying amounts of lithium-ion cells at its facilities. In addition, Archer’s manufacturing partners and suppliers are expected to store a significant number of lithium-ion cells at their facilities. Any mishandling of battery cells may cause disruption to the operation of our facilities or our manufacturers’. A safety issue or fire related to the cells could disrupt operations or cause manufacturing delays. Such damage or injury could lead to adverse publicity and potentially a safety recall. Moreover, any failure of a competitor’s eVTOL aircraft or energy storage product may cause indirect adverse publicity for Archer and its aircraft. Such adverse publicity could negatively affect Archer’s brand and harm its business, prospects, financial condition and operating results.
Archer is highly dependent on Archer’s senior management team and other highly skilled personnel, and if Archer is not successful in attracting or retaining highly qualified personnel, it may not be able to successfully implement Archer’s business strategy.
Archer’s success depends, in significant part, on the continued services of its senior management team and on Archer’s ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including finance, marketing, sales, and technology and support personnel. Archer believes that the breadth and depth of its senior management team’s experience across multiple industries will be instrumental to our success. The loss of any one or more members of Archer’s senior management team, for any reason, including resignation or retirement, could impair Archer’s ability to execute its business strategy and harm Archer’s business, financial condition and results of operations. Additionally, Archer’s financial condition and results of operations may be adversely affected if Archer is unable to attract and retain skilled employees to support Archer’s operations and growth.
Archer’s business may be adversely affected by labor and union activities.
Although none of Archer’s employees are currently represented by a labor union, it is common throughout the aerospace industry generally for many employees at aerospace companies to belong to a union, which can result in higher employee costs and increased risk of work stoppages. Archer may also directly and indirectly depend upon other companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could harm Archer’s business, financial condition or operating results.
Archer expects that its United Airlines purchase agreement and that future purchase orders will be subject to indexed price escalation clauses which could subject Archer to losses if it has cost overruns or if increases in its costs exceed the applicable escalation rate.
Commercial aircraft sales contracts are often entered into years before the aircraft are delivered. In order to help account for economic fluctuations between the contract date and delivery date, aircraft pricing
 
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generally consists of a fixed amount as modified by price escalation formulas derived from labor, commodity and other price indices. Our revenue estimates are based on current expectations with respect to these escalation formulas, but the actual escalation amounts are outside of our control. Escalation factors can fluctuate significantly from period to period and changes in escalation amounts can significantly impact revenues and operating margins in our eVTOL business. We can make no assurance that any customer, current or future, will exercise purchase options, fulfill existing purchase commitments or purchase additional products or services from us. The terms and conditions of the United Airlines purchase agreement regarding price escalation clauses are yet to be determined, and there is no assurance that they will be determined in a manner that will mitigate the risks described above.
Archer currently relies and will continue to rely on third-party partners to provide and store the parts and components required to manufacture Archer’s aircraft, and to supply critical components and systems, which exposes it to a number of risks and uncertainties outside its control.
Archer is substantially reliant on its relationships with its suppliers and service providers for the parts and components in its aircraft. If any of these suppliers or service partners were to experience delays, disruptions, capacity constraints or quality control problems in its manufacturing operations, or if they choose to not do business with Archer, Archer would have significant difficulty in procuring and producing Archer’s aircraft, and Archer’s business prospects would be significantly harmed. These disruptions would negatively impact Archer’s revenues, competitive position and reputation. In addition, Archer’s suppliers or service partners may rely on certain state tax incentives that may be subject to change or elimination in the future, which could result in additional costs and delays in production if a new manufacturing site must be obtained. Further, if Archer is unable to manage successfully its relationship with its suppliers or service partners, the quality and availability of its aircraft may be harmed. Archer’s suppliers or service partners could, under some circumstances, decline to accept new purchase orders from or otherwise reduce their business with Archer. If Archer’s suppliers or service partners stopped manufacturing Archer’s aircraft components for any reason or reduced manufacturing capacity, Archer may be unable to replace the lost manufacturing capacity on a timely and comparatively cost-effective basis, which would adversely impact its operations.
The manufacturing facilities of Archer’s suppliers or service partners and the equipment used to manufacture the components for Archer’s aircraft would be costly to replace and could require substantial lead time to replace and qualify for use. The manufacturing facilities of Archer’s suppliers or service partners may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, flooding, fire and power outages, or by health epidemics, such as the recent COVID-19 pandemic, which may render it difficult or impossible for Archer to manufacture its aircraft for some period of time. The inability to manufacture Archer’s aircraft components or the backlog that could develop if the manufacturing facilities of its suppliers or service partners are inoperable for even a short period of time may result in the loss of customers or harm Archer’s reputation.
Archer does not control its suppliers or service partners or such parties’ labor and other legal compliance practices, including their environmental, health and safety practices. If Archer’s current suppliers or service partners, or any other suppliers or service partners which it may use in the future, violates U.S. or foreign laws or regulations, Archer may be subjected to extra duties, significant monetary penalties, adverse publicity, the seizure and forfeiture of products that Archer is attempting to import or the loss of its import privileges. The effects of these factors could render the conduct of Archer’s business in a particular country undesirable or impractical and have a negative impact on Archer’s operating results.
Archer has been, and may in the future be, adversely affected by health epidemics and pandemics, including the ongoing global COVID-19 pandemic, the duration and economic, governmental and social impact of which is difficult to predict, which may significantly harm Archer’s business, prospects, financial condition and operating results.
Archer faces various risks related to public health issues, including epidemics, pandemics and other outbreaks, including the recent pandemic of respiratory illness caused by a novel coronavirus known as COVID-19. The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns and restrictions on business and individual activities, has created significant
 
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volatility in the global economy and led to reduced economic activity. The spread of COVID-19 has also created a disruption in the manufacturing, delivery and overall supply chain of aircraft manufacturers and suppliers, and has led to a global decrease in aircraft sales and usage in markets around the world. The duration and long-term impact of COVID-19 on Archer’s business is currently unknown.
The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. These measures may adversely impact Archer’s employees and operations and the operations of its suppliers, vendors and business partners, and may negatively impact its sales and marketing activities and the production schedule of its aircraft. In addition, various aspects of Archer’s business cannot be conducted remotely, including the testing and manufacturing of its aircraft. These measures by government authorities may remain in place for a significant period of time and they are likely to continue to adversely affect Archer’s testing, manufacturing and building plans, sales and marketing activities, business and results of operations.
The spread of COVID-19 has caused Archer and many of its contractors and service providers to modify their business practices (including employee travel, recommending that all non-essential personnel work from home and cancellation or reduction of physical participation in meetings, events and conferences), and Archer and its contractors and service providers may be required to take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners. There is no certainty that such actions will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. If significant portions of Archer’s workforce or contractors and service providers are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic, Archer’s operations will be impacted.
The extent to which the COVID-19 pandemic impacts Archer’s business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact and how quickly and to what extent normal economic and operating activities can resume. The COVID-19 pandemic could limit the ability of Archer’s customers, suppliers, vendors and business partners to perform, including third-party suppliers’ ability to provide components and materials used in its aircraft. Archer may also experience an increase in the cost of raw materials used in its commercial production of Archer’s aircraft. Even after the COVID-19 pandemic has subsided, Archer may continue to experience an adverse impact to its business as a result of COVID-19’s global economic impact, including any recession that has occurred or may occur in the future.
There are no comparable recent events which may provide guidance as to the effect of the spread of COVID-19 and a pandemic, and, as a result, the ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. Archer does not yet know the full extent of COVID-19’s impact on its business, operations, or the global economy as a whole. However, the effects could have a material impact on Archer’s results of operations, and Archer will continue to monitor the situation closely.
Archer is subject to cybersecurity risks to its operational systems, security systems, infrastructure, integrated software in its aircraft and customer data processed by Aircraft or third-party vendors.
Archer is at risk for interruptions, outages and breaches of its: (a) operational systems, including business, financial, accounting, product development, data processing or production processes, owned by Archer or its third-party vendors or suppliers; (b) facility security systems, owned by Archer or its third-party vendors or suppliers; (c) aircraft technology including powertrain and avionics and flight control software, owned by Archer or its third-party vendors or suppliers; (d) the integrated software in Archer’s aircraft; or (e) customer data that Archer processes or its third-party vendors or suppliers process on its behalf. Such incidents could: disrupt Archer’s operational systems; result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers, or others; jeopardize the security of Archer’s facilities; or affect the performance of in-product technology and the integrated software in Archer’s aircraft.
 
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Archer plans to include avionics and flight control software services and functionality that utilize data connectivity to monitor aircraft performance and to enhance safety and enable cost-saving preventative maintenance. The availability and effectiveness of Archer’s services depend on the continued operation of information technology and communications systems. Archer’s systems will be vulnerable to damage or interruption from, among others, physical theft, fire, terrorist attacks, natural disasters, power loss, war, telecommunications failures, viruses, denial or degradation of service attacks, ransomware, social engineering schemes, insider theft or misuse or other attempts to harm Archer’s systems. Archer intends to use its avionics and flight control software and functionality to log information about each aircraft’s use in order to aid Archer in aircraft diagnostics and servicing. Archer’s customers may object to the use of this data, which may increase Archer’s vehicle maintenance costs and harm its business prospects.
Moreover, there are inherent risks associated with developing, improving, expanding and updating Archer’s current systems, such as the disruption of Archer’s data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect Archer’s ability to manage its data and inventory, procure parts or supplies or manufacture, deploy, deliver and service its aircraft, adequately protect its intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. Archer cannot be sure that these systems upon which it relies, including those of its third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If Archer does not successfully implement, maintain or expand these systems as planned, its operations may be disrupted, its ability to accurately and timely report its financial results could be impaired. Moreover, Archer’s proprietary information or intellectual property could be compromised or misappropriated, and its reputation may be adversely affected. If these systems do not operate as Archer expects them to, Archer may be required to expend significant resources to make corrections or find alternative sources for performing these functions.
Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current laws and regulations or the enactment of new laws or regulations in these areas, could adversely affect Archer’s business and Archer’s financial condition.
Archer is subject to or affected by a number of federal, state and local laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security, and govern Archer’s collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information including that of its employees, customers and others. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. Such laws may be inconsistent or may change or additional laws may be adopted. In addition, Archer’s agreements with certain customers may require New Archer to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, result in penalties or fines, result in litigation, may cause Archer’s customers to lose confidence in the effectiveness of Archer’s security measures and require New Archer to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach.
The global data protection landscape is rapidly evolving, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. Archer may not be able to monitor and react to all developments in a timely manner. For example, California adopted the California Consumer Privacy Act (the ‘‘CCPA’’), which became effective in January 2020. The CCPA establishes a privacy framework for covered businesses, including an expansive definition of personal information and data privacy rights for California residents. The CCPA includes a framework with potentially severe statutory damages and private rights of action. The CCPA requires covered businesses to provide new disclosures to California residents, provide them new ways to opt-out of certain disclosures of personal information, and allow for a new cause of action for data breaches. As Archer expands its operations, the CCPA may increase Archer’s compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States. Other states have begun to propose similar laws. Compliance with any applicable privacy and data security laws and regulations is a rigorous and time-intensive process, and Archer may be required to put in place additional mechanisms to comply with such laws and regulations.
 
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Archer publishes privacy policies and other documentation regarding its collection, processing, use and disclosure of personal information and/or other confidential information. Although Archer endeavors to comply with its published policies and other documentation, Archer may at times fail to do so or may be perceived to have failed to do so. Moreover, despite its efforts, Archer may not be successful in achieving compliance if Archer’s employees, contractors, service providers or vendors fail to comply with its published policies and documentation. Such failures can subject Archer to potential local, state and federal action if they are found to be deceptive, unfair, or misrepresentative of its actual practices. Claims that Archer has violated individuals’ privacy rights or failed to comply with data protection laws or applicable privacy notices even if Archer is not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm its business.
Archer is subject to risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure.
The potential physical effects of climate change, such as increased frequency and severity of storms, floods, fires, fog, mist, freezing conditions, sea-level rise and other climate-related events, could affect Archer’s operations, infrastructure and financial results. Certain of the airports where Archer’s terminal facilities are expected to initially be located in connection with its aerial ride sharing operations are susceptible to the impacts of storm-related flooding and sea-level rise, which could result in costs and loss of revenue. Archer could incur significant costs to improve the climate resiliency of its infrastructure and otherwise prepare for, respond to, and mitigate such physical effects of climate change. Archer is not able to accurately predict the materiality of any potential losses or costs associated with the physical effects of climate change.
Archer intends to retain certain personal information about its aircraft, customers, employees or others that, if compromised, could harm Archer’s financial performance and results of operations or prospects.
Archer is subject to a wide variety of laws in the United States and other jurisdictions related to privacy, data protection and consumer protection that are often complex and subject to varying interpretations. As a result, these privacy, data protection and consumer protection laws may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies and such changes or developments may be contrary to Archer’s existing practices. This may cause Archer to expend resources on updating, changing or eliminating some of our privacy and data protection practices.
Archer plans to collect, store, transmit and otherwise process data from aircraft, customers, employees and others as part of its business and operations, which may include personal data or confidential or proprietary information. Archer also works with partners and third-party service providers or vendors that collect, store and process such data on its behalf and in connection with its aircraft. There can be no assurance that any security measures that Archer or its third-party service providers or vendors have implemented will be effective against current or future security threats. If a compromise of data were to occur, Archer may become liable under its contracts with other parties and under applicable law for damages and incur penalties and other costs to respond to, investigate and remedy such an incident. Archer’s systems, networks and physical facilities could be breached, or personal information could otherwise be compromised due to employee error or malfeasance, if, for example, third parties attempt to fraudulently induce Archer’s employees or Archer’s customers to disclose information or user names and/or passwords. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, systems, networks and/or physical facilities utilized by Archer’s service providers and vendors.
Archer’s aircraft contain complex information technology systems and built-in data connectivity to share aircraft data with ground operations infrastructure. Archer plans to design, implement and test security measures intended to prevent unauthorized access to its information technology networks, its aircraft and related systems. However, hackers may attempt to gain unauthorized access to modify, alter and use such networks, aircraft and systems to gain control of or to change Archer’s aircraft’s functionality, performance characteristics, or to gain access to data stored in or generated by the aircraft. A significant breach of Archer’s third-party service providers’ or vendors’ or its own network security and systems could have serious negative consequences for Archer’s business and future prospects, including possible fines,
 
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penalties and damages, reduced customer demand for its aircraft or urban aerial ride sharing services and harm to its reputation and brand.
Archer may not have adequate insurance coverage. The successful assertion of one or more large claims against Archer that exceeds its available insurance coverage, or results in changes to its insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on its business. In addition, Archer cannot be sure that its existing insurance coverage will continue to be available on acceptable terms or that Archer’s insurers will not deny coverage as to any future claim.
Archer will incur increased costs as a result of operating as a public company, and its management will devote substantial time to new compliance initiatives.
If Archer completes the Business Combination and becomes a public company, it will incur significant legal, accounting and other expenses that it did not incur as a private company, and these expenses may increase even more after Archer is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a public company, Archer will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and NYSE. Archer’s management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, Archer expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs will increase Archer’s net loss. For example, Archer expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance and it may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. Archer cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for Archer to attract and retain qualified persons to serve on its board of directors, its board committees or as executive officers.
Archer intends to seek forgiveness on its PPP loan but may not be successful in obtaining forgiveness.
On April 9, 2020, Archer obtained a loan of approximately $905,000 pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act. Interest accrues on the PPP Loan at a rate of 0.98% per annum and matures on April 9, 2022. The loans and accrued interest are forgivable after twenty-four (24) weeks so long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities. Archer intends to apply for loan forgiveness under the CARES Act. Whether forgiveness will be granted and in what amount is subject to an application to, and approval by, the Small Business Administration (the “SBA”) and may also be subject to further requirements in any regulations and guidelines the SBA may adopt, and therefore, it is uncertain whether Archer will be successful in obtaining forgiveness on the loan.
Archer is or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future.
Archer has entered into strategic alliances, and may in the future enter into additional strategic alliances or joint ventures or minority equity investments, in each case with various third parties for the production of its aircraft as well as with other collaborators with capabilities on data and analytics and engineering. These alliances subject Archer to a number of risks, including risks associated with sharing proprietary information, non-performance by the third-party and increased expenses in establishing new strategic alliances, any of which may adversely affect Archer’s business. Archer may have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffers negative publicity or harm to their reputation from events relating to their business, Archer may also suffer negative publicity or harm to its reputation by virtue of its association with any such third-party.
Strategic business relationships will be an important factor in the growth and success of Archer’s business. However, there are no assurances that Archer will be able to continue to identify or secure suitable business relationship opportunities in the future or Archer’s competitors may capitalize on such opportunities before Archer does. Moreover, identifying such opportunities could require substantial
 
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management time and resources, and negotiating and financing relationships involves significant costs and uncertainties. If Archer is unable to successfully source and execute on strategic relationship opportunities in the future, its overall growth could be impaired, and its business, prospects, financial condition and operating results could be adversely affected.
When appropriate opportunities arise, Archer may acquire additional assets, products, technologies or businesses that are complementary to its existing business. In addition to possible stockholder approval, Archer may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt Archer’s business strategy if it fails to do so. Furthermore, acquisitions and the subsequent integration of new assets and businesses into Archer’s own require significant attention from Archer’s management and could result in a diversion of resources from Archer’s existing business, which in turn could have an adverse effect on Archer’s operations. Acquired assets or businesses may not generate the financial results Archer expects. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.
Archer may need to defend itself against intellectual property infringement claims or misappropriation claims, which may be time-consuming and expensive and, if adversely determined, could limit Archer’s ability to commercialize its aircraft.
Companies, organizations or individuals, including Archer’s competitors, may own or obtain patents, trademarks or other proprietary rights that could prevent or limit Archer’s ability to make, use, develop or deploy its aircraft and aerial ride sharing services, which could make it more difficult for Archer to operate its business. Archer may receive inquiries from patent, copyright or trademark owners inquiring whether Archer infringes upon their proprietary rights. For example, Piper Aircraft, Inc. filed suit against Archer on August 28, 2020 alleging that it is the owner of the ARCHER mark. The proceeding is in the early stages and discovery is ongoing. Archer may also be the subject of more formal allegations that Archer has misappropriated such parties’ trade secrets or other proprietary rights.
Companies owning patents or other intellectual property rights relating to battery packs, electric motors, aircraft configurations, fly-by-wire flight control software or electronic power management systems may allege infringement or misappropriation of such rights. In response to a determination that Archer has infringed upon or misappropriated a third-party’s intellectual property rights, Archer may be required to do one or more of the following:

cease development, sales or use of its products that incorporate the asserted intellectual property;

pay substantial damages;

obtain a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or available at all; or

re-design one or more aspects or systems of its aircraft or other offerings.
A successful claim of infringement or misappropriation against Archer could harm its business, prospects, financial condition and operating results. Even if Archer is successful in defending against these claims, litigation could result in substantial costs and demand on management resources.
Archer’s business may be adversely affected if it is unable to protect its intellectual property rights from unauthorized use by third parties.
Failure to adequately protect Archer’s intellectual property rights could result in Archer’s competitors offering similar products or services, potentially resulting in the loss of some of Archer’s competitive advantage and a decrease in its revenue, which could adversely affect Archer’s business, prospects, financial condition and operating results. Archer s success depends, at least in part, on its ability to protect its core technology and intellectual property. To accomplish this, Archer will rely on a combination of patents,
 
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trade secrets (including know-how), employee and third-party nondisclosure agreements, copyrights, trademarks, intellectual property licenses and other contractual rights to establish and protect Archer’s rights in its technology.
The protection of Archer’s intellectual property rights will be important to its future business opportunities. However, the measures Archer takes to protect its intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

as noted below, any patent applications Archer submits may not result in the issuance of patents (and patents have not yet issued to Archer based on its pending applications);

the scope of Archer’s patents that may subsequently issue may not be broad enough to protect its proprietary rights;

Archer’s issued patents may be challenged or invalidated by third parties;

Archer’s employees or business partners may breach their confidentiality, non-disclosure and non-use obligations to Archer;

third parties may independently develop technologies that are the same or similar to Archer’s;

the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable; and

current and future competitors may circumvent or otherwise design around Archer’s patents.
Patent, trademark, copyright and trade secret laws vary throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of Archer’s intellectual property rights in foreign jurisdictions may be difficult. Therefore, Archer’s intellectual property rights may not be as strong or as easily enforced outside of the U.S.
Also, while Archer has registered and applied for trademarks in an effort to protect its investment in its brand and goodwill with customers, competitors may challenge the validity of those trademarks and other brand names in which Archer has invested. Such challenges can be expensive and may adversely affect Archer’s ability to maintain the goodwill gained in connection with a particular trademark.
Archer’s aerial ride sharing operations will initially be concentrated in a small number of metropolitan areas and airports which makes Archer’s business particularly susceptible to natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other circumstances affecting these metropolitan areas.
Archer expects to initially launch its aerial ride sharing offering in limited jurisdictions subject to receipt of the necessary operating authority. Accordingly, Archer’s business and results of operations are particularly susceptible to adverse economic, regulatory, political, weather and other conditions in other markets that may become similarly concentrated. As a result of Archer’s geographic concentration, its business and financial results relating to its aerial ride sharing operations will be particularly susceptible to natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other circumstances in each of these metropolitan areas. In addition, any changes to local laws or regulations within these key metropolitan areas that affect Archer’s ability to operate or increase its operating expenses in these markets would have an adverse effect on Archer’s business, financial condition and operating results.
Disruption of operations at the airports where Archer’s terminal facilities are expected to initially be located, whether caused by labor relations, utility or communications issues or fuel shortages, could harm Archer’s business. Certain airports may regulate flight operations, such as limiting the number of landings per year, which could reduce Archer’s aerial ride sharing operations. Bans on Archer’s airport operations or the introduction of any new permitting requirements would significantly disrupt its operations. In addition, demand for Archer’s urban air mobility services could be impacted if drop-offs or pick-ups of fliers become inconvenient because of airport rules or regulations, or more expensive for fliers because of airport-imposed fees, which would adversely affect Archer’s business, financial condition and operating results.
 
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Archer’s expected concentration in large metropolitan areas and heavily trafficked airports also makes its business susceptible to an outbreak of a contagious disease, such as the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, Zika virus, COVID-19 or any other similar illness, both due to the risk of a contagious disease being introduced into the metropolitan area through the high volume of travelers flying into and out of such airports and the ease at which contagious diseases can spread through densely populated areas, as seen with the spread of COVID-19 in Los Angeles, California and New York, New York.
Natural disasters, including tornados, hurricanes, floods and earthquakes, and severe weather conditions, such as heavy rains, strong winds, dense fog, blizzards or snowstorms, may damage Archer’s facilities, those of independent third-party aircraft operators or otherwise disrupt flights into or out of the airports from which Archer’s aircraft arrive or depart.
Major metropolitan areas, including those in which Archer expects to operate in, are also at risk of terrorist attacks, actual or threatened acts of war, political disruptions and other disruptions. The occurrence of one or more natural disasters, severe weather events, epidemic or pandemic outbreaks, terrorist attacks or disruptive political events in regions where Archer’s facilities are or will be located, or where its independent third-party aircraft operators’ facilities are located, could adversely affect Archer’s business.
Risks Relating to Atlas and the Business Combination
Atlas stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.
Upon the issuance of the New Archer Common Stock to Archer stockholders, current Atlas stockholders’ percentage ownership will be diluted. Subject to the assumptions set forth under “Basis of Presentation and Glossary” and assuming no public stockholders exercise their redemption rights, current Atlas stockholders’ percentage ownership in New Archer following the issuance of shares to Archer stockholders would be 17%. Under the same assumptions and assuming that 50,000,000 Atlas Class A Shares (the maximum number of Atlas Class A Shares that could be redeemed in connection with the Business Combination) are redeemed in connection with the Business Combination and excluding any shares issuable pursuant to Atlas’ outstanding warrants, current Atlas stockholders’ percentage ownership in New Archer following the issuance of shares of New Archer Common Stock to Archer stockholders would be 3%. Additionally, of the expected members of the New Archer board of directors after the completion of the Business Combination, only one is expected to be a current director of Atlas or appointed solely by current stockholders of Atlas and the rest will be current directors of Archer or appointed by current stockholders of Archer. The percentage of New Archer’s common stock that will be owned by current Atlas stockholders as a group will vary based on the number of Atlas Class A Shares for which the holders thereof request redemption in connection with the Business Combination. To illustrate the potential ownership percentages of current Atlas stockholders under different redemption levels, based on the number of issued and outstanding Atlas Class A Shares and Atlas Class B Shares, Archer common stock and tranches of Archer preferred stock on December 31, 2021, current Atlas stockholders, as a group, will own (1) if there are no redemptions, 17% of New Archer Class A Shares and New Archer Class B Shares expected to be outstanding immediately after the Business Combination, or (2) if there are redemptions of the outstanding shares of Atlas Common Stock (which is the maximum amount of redemptions that, after giving effect to the PIPE Financing, would result in the satisfaction of the Minimum Cash Condition), 3% of New Archer Class A Shares and New Archer Class B Shares expected to be outstanding immediately after the Business Combination. Because of this, current Atlas stockholders, as a group, will have less influence on the board of directors, management and policies of New Archer than they now have on the board of directors, management and policies of Atlas.
The market price of shares of New Archer Common Stock after the Business Combination may be affected by factors different from those currently affecting the prices of Atlas Class A Shares.
Upon completion of the Business Combination, holders of shares of Archer common stock and preferred stock will become holders of shares of New Archer Common Stock. Prior to the Business Combination, Atlas has had limited operations. Upon completion of the Business Combination, New
 
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Archer’s results of operations will depend upon the performance of New Archer’s businesses, which are affected by factors that are different from those currently affecting the results of operations of Atlas.
If the Business Combination’s benefits do not meet the expectations of financial analysts, the market price of New Archer Common Stock may decline.
The market price of the New Archer Common Stock may decline as a result of the Business Combination if New Archer does not achieve the perceived benefits of the Business Combination as rapidly, or to the extent anticipated by, financial analysts or the effect of the Business Combination on New Archer’s financial results is not consistent with the expectations of financial analysts. Accordingly, holders of New Archer Common Stock may experience a loss as a result of a decline in the market price of New Archer Common Stock. In addition, a decline in the market price of New Archer Common Stock could adversely affect New Archer’s ability to issue additional securities and to obtain additional financing in the future.
The consummation of the Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.
The Business Combination Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: approval of the proposals required to effect the Business Combination by Atlas stockholders, as well as receipt of requisite regulatory approval, absence of orders prohibiting completion of the Business Combination, effectiveness of the registration statement of which this proxy statement/prospectus is a part, approval of the shares of New Archer Common Stock to be issued to Archer stockholders for listing on the NYSE, meeting the Minimum Cash Condition, the occurrence of the Archer Preferred Conversion, the delivery of the Written Consent by Archer to Atlas, the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the Business Combination Agreement) and the performance by both parties of their covenants and agreements. These conditions to the closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. In addition, the parties can mutually decide to terminate the Business Combination Agreement at any time, before or after stockholder approval, or Atlas or Archer may elect to terminate the Business Combination Agreement in certain other circumstances. See “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Termination”.
Termination of the Business Combination Agreement could negatively impact Archer and Atlas.
If the Business Combination is not completed for any reason, including as a result of Archer stockholders declining to adopt the Business Combination Agreement or Atlas stockholders declining to approve the proposals required to effect the Business Combination, the ongoing businesses of Archer and Atlas may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, Archer and Atlas would be subject to a number of risks, including the following:

Archer or Atlas may experience negative reactions from the financial markets, including negative impacts on Atlas’ stock price (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

Archer may experience negative reactions from its customers, vendors and employees;

Archer and Atlas will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and

Since the Business Combination Agreement restricts the conduct of Archer’s and Atlas’ businesses prior to completion of the Business Combination, each of Archer and Atlas may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the section entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Covenants of the Parties” of this proxy statement/prospectus for a description of the restrictive covenants applicable to Archer and Atlas).
 
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If the Business Combination Agreement is terminated and Archer’s board of directors seeks another business combination, Archer stockholders cannot be certain that Archer will be able to find a party willing to offer equivalent or more attractive consideration than the consideration Atlas has agreed to provide in the Business Combination or that such other merger or business combination is completed. If the Business Combination Agreement is terminated and the Atlas Board seeks another merger or business combination, Atlas stockholders cannot be certain that Atlas will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed. See “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Termination”.
Atlas and Archer will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.
Uncertainty about the effect of the Business Combination on employees, merchants and customers may have an adverse effect on Archer and consequently on Atlas. These uncertainties may impair Archer’s ability to attract, retain and motivate key personnel until the Business Combination is completed, and could cause customers and others that deal with Archer to seek to change existing business relationships with Archer. Retention of certain employees may be challenging during the pendency of the Business Combination, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, New Archer’s business following the Business Combination could be negatively impacted. In addition, the Business Combination agreement restricts Archer from making certain expenditures and taking other specified actions without the consent of Atlas until the Business Combination occurs. These restrictions may prevent Archer from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination. See “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — Covenants of the Parties”.
Atlas’ directors and officers may have interests in the Business Combination different from the interests of Atlas’ stockholders.
Executive officers of Atlas negotiated the terms of the Business Combination Agreement with their counterparts at Archer, and the Atlas Board determined that the Business Combination Agreement and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Atlas and its stockholders, and approved the Business Combination Agreement and the transactions contemplated thereby. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that Atlas’ executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of Atlas’ stockholders. The Atlas Board was aware of and considered these interests, among other matters, in reaching the determination that the Business Combination Agreement and the transactions contemplated thereby were advisable and fair to, and in the best interests of, Atlas and its stockholders. For a detailed discussion of the special interests that Atlas’ directors and executive officers may have in the Business Combination, see the section entitled “Proposal No. 1: The Business Combination Proposal — Interests of Certain Persons in the Business Combination”.
The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.
The unaudited pro forma financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what New Archer’s actual financial position or results of operations would have been had the Business Combination been completed on the date(s) indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that Atlas and Archer currently believe are reasonable. The unaudited pro forma condensed combined information does not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma
 
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adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. SeeUnaudited Pro Forma Condensed Combined Financial Information”.
Atlas and Archer will incur transaction costs in connection with the Business Combination.
Each of Atlas and Archer has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the Business Combination. Atlas and Archer may also incur additional costs to retain key employees. Atlas and Archer will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination. Atlas estimates that it will incur approximately $17.5 million pursuant to the marketing agreement related to the Business Combination and $14.0 million in fees related to the PIPE Financing and $16.7 million in transaction costs. Archer estimates that it will incur approximately $24.9 million in transaction costs associated with the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed. See “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement”.
The Sponsor has agreed to vote in favor of the proposals at the Special Meeting, regardless of how public stockholders vote.
As of the date hereof, the Founder Shares owned by the Sponsor represent approximately 20% of the voting power of the outstanding Atlas Common Stock. Pursuant to the Letter Agreement entered into at the closing of Atlas’ IPO and the Sponsor Letter Agreement entered into in connection with the execution of the Business Combination Agreement, the Sponsor has agreed to vote its Founder Shares and any Atlas Class A Shares held by it in favor of each of the proposals at the Special Meeting, regardless of how public stockholders vote. Accordingly, the agreement by the Sponsor to vote in favor of each of the proposals at the Special Meeting will increase the likelihood that Atlas will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby.
Because of Atlas’ limited resources and the significant competition for business combination opportunities, it may be more difficult for it to complete the initial business combination. If Atlas is unable to complete the initial business combination, its public stockholders may receive only approximately $10.00 per share on its redemption of its Atlas Class A Shares, or less than such amount in certain circumstances based on the balance of its Trust Account (as of        , 2021), and its warrants will expire worthless.
Atlas encounters competition from other entities having a business objective similar to its own, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities competing for the types of businesses it intends to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar technical, human and other resources to those of Atlas, and its financial resources will be relatively limited when contrasted with certain of these competitors. While Atlas believes there are numerous target businesses it could potentially acquire with the net proceeds of its IPO and the sale of the Private Placement Warrants, Atlas’ ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by its available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, because Atlas is obligated to pay cash for the Atlas Class A Shares its public stockholders redeem in connection with the initial business combination, target companies will be aware that this may reduce the resources available to Atlas for the initial business combination. If stockholders redeem a significant number of their Atlas Class A Shares, Atlas may require additional capital to achieve its business plan. This may place Atlas at a competitive disadvantage in successfully negotiating an initial business combination. If it is unable to complete an initial business combination, Atlas’ public stockholders may only receive $10.00 per share on the liquidation of its Trust Account, based on the balance of the Trust Account (as of        , 2021), and its warrants will expire worthless.
 
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Atlas may not be able to consummate the Business Combination or an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Class A common stock and liquidate, in which case the holders of Class A common stock may only receive $10.00 per share, or less than such amount in certain circumstances, and the warrants will expire worthless.
Atlas’ amended and restated certificate of incorporation provides that Atlas must complete an initial business combination by October 31, 2022. If Atlas is unable to complete an initial business combination before October 31, 2022, Atlas will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Atlas’ remaining stockholders and board of directors, liquidate and dissolve, subject in each case to Atlas’ obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to Atlas’ warrants, which will expire worthless if Atlas fails to complete an initial business combination within the required period.
Atlas’ initial stockholders hold a significant number of shares of Atlas Common Stock and the Sponsor holds a significant number of Atlas warrants. They will lose their entire investment if Atlas does not complete an initial business combination.
The Sponsor holds all of Atlas’ 12,500,000 Founder Shares, representing 20% of the total outstanding shares of Atlas Common Stock outstanding upon the completion of Atlas’ IPO. The Founder Shares will be worthless if Atlas does not complete an initial business combination by October 31, 2022. In addition, the Sponsor holds an aggregate of 8,000,000 private placement warrants that will also be worthless if Atlas does not complete an Initial Business Combination by October 31, 2022.
The Founder Shares are identical to the Atlas Class A Shares included in the units, except that (a) the Founder Shares and the Atlas Class A Shares into which the Founder Shares convert upon an initial business combination are subject to certain transfer restrictions, (b) the Sponsor and its officers and directors have entered into a letter agreement, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and public shares owned in connection with the completion of an initial business combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Atlas fails to complete an initial business combination by October 31, 2022 (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if Atlas fails to complete an Initial Business Combination by October 31, 2022) and (c) the Founder Shares are automatically convertible into New Archer Class A Shares at the time of an initial business combination, as described herein.
The dual-class structure of New Archer’s common stock will have the effect of concentrating voting power with New Archer’s co-Chief Executive Officers and co-founders, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.
New Archer Class B Shares have ten votes per share, while New Archer Class A Shares have one vote per share. Brett Adcock and Adam Goldstein, Archer's co-founders, members of our Board of Directors and Co-Chief Executive Officers, are expected to hold substantially all of the issued and outstanding New Archer Class B Shares. Accordingly, and assuming Messrs. Adcock and Goldstein will hold all of the issued and outstanding New Archer Class B Shares, they will hold approximately 59% of the voting power of Archer's capital stock on an outstanding basis and will be able to control matters submitted to its stockholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Messrs. Adcock and Goldstein may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of New Archer, could deprive its stockholders of an
 
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opportunity to receive a premium for their capital stock as part of a sale of New Archer, and might ultimately affect the market price of shares of the New Archer Class A Shares. For information about our dual-class structure, see the section titled “Description of New Archer's Securities.
Atlas cannot predict the impact that New Archer’s dual-class structure may have on the stock price of New Archer Class A common stock.
Atlas cannot predict whether New Archer’s dual class structure will result in a lower or more volatile market price of New Archer Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, New Archer’s dual class capital structure would make it ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in New Archer’s stock. These policies are still new, and it is remains unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of New Archer’s dual class structure, New Archer will likely be excluded from certain of these indexes and Atlas cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make New Archer Class A Shares less attractive to other investors. As a result, the market price of shares of New Archer Class A Shares could be adversely affected.
The Sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or warrants from holders of Class A common stock, which may influence the vote on the Business Combination Proposal and reduce the public float of the Class A common stock.
The Sponsor, directors, officers, advisors or their affiliates may purchase Class A common stock or warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Class A common stock or warrants in such transactions.
Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of Atlas Class A Shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from holders of Atlas Class A Shares who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination Proposal and thereby increase the likelihood of obtaining stockholder approval of the Business Combination Proposal. The purpose of any such purchases of warrants could be to reduce the number of warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such purchases of Atlas securities may result in the consummation of the Business Combination, which may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
In addition, if such purchases are made, the public float of Class A common stock or warrants and the number of beneficial holders of Atlas securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of Atlas securities on a national securities exchange.
 
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Neither Atlas nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total Business Combination consideration in the event that any of the representations and warranties made by Archer in the Business Combination Agreement ultimately proves to be materially inaccurate or incorrect.
The representations and warranties made by Archer and Atlas to each other in the Business Combination Agreement will not survive the consummation of the Business Combination. As a result, Atlas and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total Business Combination consideration if any representation or warranty made by Archer in the Business Combination Agreement proves to be materially inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, Atlas would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.
Either Atlas or Archer may waive one or more of the conditions to the Business Combination or certain of the other transactions contemplated by the Business Combination Agreement.
Either Atlas or Archer may agree to waive, in whole or in part, some of the conditions to our obligations to consummate the Business Combination or certain of the other transactions contemplated by the Business Combination Agreement, to the extent permitted by Atlas’ amended and restated certificate of incorporation and applicable laws. For example, it is a condition to our obligations to consummate the Business Combination that certain of Archer’s representations and warranties are true and correct in all respects as of the closing date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a material adverse effect. However, if the Atlas Board determines that it is in the best interest of the Atlas stockholders to waive any such breach, then the board may elect to waive that condition and consummate the Business Combination. No party is able to waive the condition that Atlas stockholders approve the Business Combination Proposal.
Atlas does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Atlas to consummate an initial business combination with which a substantial majority of Atlas’ stockholders do not agree.
Atlas’ amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will Atlas redeem the Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of an initial business combination and after payment of underwriters’ fees and commissions (such that Atlas is not subject to the SEC’s “penny stock” rules). As a result, Atlas may be able to consummate the Business Combination even if a substantial majority of its stockholders do not agree with the Business Combination and have redeemed their shares. In the event the aggregate cash consideration Atlas would be required to pay for all Atlas Class A Shares that are validly submitted for redemption plus any amount required to satisfy the Minimum Cash Condition pursuant to the terms of the Business Combination Agreement exceed the aggregate amount of cash available to Atlas, Atlas will not complete the Business Combination or redeem any shares, all Atlas Class A Shares submitted for redemption will be returned to the holders thereof, and Atlas instead may search for an alternate business combination.
If third parties bring claims against Atlas, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.
Atlas’ placing of funds in the Trust Account may not protect those funds from third-party claims against Atlas. Although Atlas has sought to have all vendors, service providers, prospective target businesses and other entities with which it does business (except its independent registered accounting firm) execute agreements with Atlas waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the holders of Class A common stock, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Atlas’ assets, including the funds held in the
 
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Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Atlas’ management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Atlas than any alternative. Atlas is not aware of any product or service providers who have not or will not provide such waiver other than the underwriters of its IPO and Atlas’ independent registered public accounting firm.
Atlas’ directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the holders of Class A common stock.
In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Atlas’ independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.
While Atlas currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to Atlas, it is possible that Atlas’ independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If Atlas’ independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the holders of Class A common stock may be reduced below $10.00 per share.
Atlas may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.
Atlas has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, Atlas’ officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by Atlas only if (i) Atlas has sufficient funds outside of the Trust Account or (ii) Atlas consummates an initial business combination. Atlas’ obligation to indemnify its officers and directors may discourage stockholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against Atlas’ officers and directors, even though such an action, if successful, might otherwise benefit Atlas and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent Atlas pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.
If, after Atlas distributes the proceeds in the Trust Account to the holders of Class A common stock, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against Atlas that is not dismissed, a bankruptcy court may seek to recover such proceeds, and Atlas and its board may be exposed to claims of punitive damages.
If, after Atlas distributes the proceeds in the Trust Account to its stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against Atlas that is not dismissed, any distributions received by Atlas’ stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Atlas’ stockholders. In addition, the Atlas Board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing itself and Atlas to claims of punitive damages, by paying Atlas’ stockholders from the Trust Account prior to addressing the claims of creditors.
 
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If, before distributing the proceeds in the Trust Account to the holders of Class A common stock, Atlas files a bankruptcy petition or an involuntary bankruptcy petition is filed against Atlas that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Atlas’ stockholders and the per share amount that would otherwise be received by Atlas’ stockholders in connection with Atlas’ liquidation may be reduced.
If, before distributing the proceeds in the Trust Account to the holders of Class A common stock, Atlas files a bankruptcy petition or an involuntary bankruptcy petition is filed against Atlas that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Atlas’ bankruptcy estate and subject to the claims of third parties with priority over the claims of Atlas’ stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Atlas’ stockholders in connection with Atlas’ liquidation may be reduced.
Atlas stockholders may be held liable for claims by third parties against Atlas to the extent of distributions received by them upon redemption of their shares.
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to the holders of Class A common stock upon the redemption of the Class A common stock in the event Atlas does not complete an initial business combination within the timeframe set forth in Atlas’ amended and restated certificate of incorporation may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is Atlas’ intention to redeem the Class A common stock as soon as reasonably possible in the event it does not complete its initial business combination and, therefore, Atlas does not intend to comply with the foregoing procedures.
Because Atlas will not be complying with Section 280, Section 281(b) of the DGCL requires Atlas to adopt a plan, based on facts known to Atlas at such time that will provide for Atlas’ payment of all existing and pending claims or claims that may be potentially brought against Atlas within the 10 years following its dissolution. However, because Atlas is a blank check company, rather than an operating company, and Atlas’ operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from Atlas’ vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If Atlas’ plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. Atlas cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Atlas’ stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Atlas’ stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to the holders of Class A common stock upon the redemption of the Class A common stock in the event Atlas does not complete an initial business combination within the timeframe set forth in Atlas’ amended and restated certificate of incorporation is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
Atlas may not be able to complete the PIPE Financing in connection with the Business Combination.
Atlas may not be able to complete the PIPE Financing on terms that are acceptable to Atlas, or at all. If Atlas does not complete the PIPE Financing, Atlas may not be able to consummate the Business
 
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Combination or certain other transactions contemplated by the Business Combination Agreement. The terms of any alternative financing may be more onerous to the combined company than the PIPE Financing, and Atlas may be unable to obtain alternative financing on terms that are acceptable to it, or at all. The failure to secure additional financing could harm the continued development or growth of the combined company. None of Atlas’ officers, directors or stockholders is required to provide any financing to Atlas in connection with or after the consummation of the Business Combination.
Atlas may amend the terms of its warrants in a manner that may be adverse to holders of warrants with the approval by the holders of at least 50% of the then outstanding warrants. As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number of Atlas Class A Shares purchasable upon exercise of a public warrant could be decreased, all without your approval.
The Atlas warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company (“CST”), as warrant agent, and Atlas. The warrant agreement provides that the terms of Atlas’ warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding warrants to make any change that adversely affects the interests of the registered holders of the warrants. Accordingly, Atlas may amend the terms of the warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding warrants approve of such amendment. Although Atlas’ ability to amend the terms of the warrants with the consent of at least 50% of the then outstanding warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of Atlas Class A Shares purchasable upon exercise of a warrant.
Atlas may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
Atlas has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which Atlas gives proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by Atlas, Atlas may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or it is unable to effect such registration or qualification. Atlas will use its best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private Placement Warrants will be redeemable by Atlas so long as they are held by the Sponsor or its permitted transferees.
Subsequent to the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement, New Archer may be required to take write-downs or write-offs, or the combined company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the combined company’s financial condition, results of operations and the price of New Archer Common Stock, which could cause you to lose some or all of your investment.
Although Atlas has conducted due diligence on Archer, this diligence may not reveal all material issues that may be present with Archer’s business. Factors outside of Archer’s and Atlas’ respective control may, at any time, arise. As a result of these factors, New Archer may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in the combined company reporting losses. Even if Atlas’ due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with Atlas’ preliminary
 
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risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the combined company’s liquidity, the fact that the combined company reports charges of this nature could contribute to negative market perceptions about the combined company or its securities. In addition, charges of this nature may cause the combined company to be unable to obtain future financing on favorable terms or at all.
New Archer’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could harm its business.
Archer is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement, the combined company will be required to provide management’s attestation on internal controls commencing with New Archer’s annual report for the year ending December 31, 2021 in accordance with applicable SEC guidance. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Archer as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If the combined company is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.
New Archer will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New Archer’s securities less attractive to investors and may make it more difficult to compare New Archer’s performance to the performance of other public companies.
New Archer will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the combined company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (a) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive compensation in New Archer’s periodic reports and proxy statements and (c) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, New Archer’s stockholders may not have access to certain information they may deem important. New Archer will remain an emerging growth company until the earliest of (1) the last day of the fiscal year (a) following October 30, 2025, (b) in which New Archer has total annual gross revenue of at least $1.07 billion, or (c) in which New Archer is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which New Archer has issued more than $1.0 billion in non-convertible debt securities during the prior three year period. Atlas cannot predict whether investors will find New Archer’s securities less attractive because it will rely on these exemptions. If some investors find the combined company’s securities less attractive as a result of the combined company’s reliance on these exemptions, the trading prices of the combined company’s securities may be lower than they otherwise would be, there may be a less active trading market for New Archer’s securities and the trading prices of the combined company’s securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Atlas has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies,
 
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it, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Atlas’ financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
The future exercise of registration rights may adversely affect the market price of New Archer’s common stock.
Certain New Archer stockholders will have registration rights for restricted securities. In connection with the consummation of the Business Combination, New Archer will enter into the Registration Rights Agreement with the Sponsor and certain other stockholders of New Archer, which will provide for customary “demand” and “piggyback” registration rights for certain stockholders. Sales of a substantial number of shares of New Archer Common Stock pursuant to the resale registration statement in the public market could occur at any time the registration statement remains effective. In addition, certain registration rights holders can request underwritten offerings to sell their securities. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New Archer Common Stock.
Warrants will become exercisable for New Archer Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to New Archer stockholders.
Outstanding warrants to purchase an aggregate of 24,666,667 shares of New Archer Common Stock will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the consummation of Atlas’ IPO. Each warrant entitles the holder thereof to purchase one (1) share of New Archer Common Stock at a price of $11.50 per whole share, subject to adjustment. Warrants may be exercised only for a whole number of shares of New Archer Common Stock. To the extent such warrants are exercised, additional shares of New Archer Common Stock will be issued, which will result in dilution to the then existing holders of common stock of Archer and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.
Atlas warrants and Founder Shares may have an adverse effect on the market price of Atlas Class A Shares and make it more difficult to effectuate the Business Combination.
Atlas issued warrants to purchase 16,666,667 Atlas Class A Shares as part of the units. Atlas also issued 8,000,000 private placement warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share.
The Sponsor currently owns an aggregate of 12,500,000 Founder Shares. The Founder Shares are convertible into Atlas Class A Shares on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as set forth herein. In addition, if the Sponsor or an affiliate of the Sponsor or certain of Atlas’ officers and directors makes any working capital loans, he, she or it may convert those loans into up to an additional 1,000,000 Private Placement Warrants, at the price of $1.50 per warrant. Any issuance of a substantial number of additional Atlas Class A Shares upon exercise of these warrants and conversion rights will increase the number of issued and outstanding Atlas Class A Shares and reduce the value of the Class A common stock issued to complete the business combination. Therefore, the Atlas warrants and Founder Shares may make it more difficult to effectuate the Business Combination or increase the cost of acquiring Archer.
Atlas’ ability to successfully effect the Business Combination and New Archer’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Archer, all of whom Atlas expects to stay with the combined company following the consummation of the Business Combination. Any loss of such key personnel could negatively impact the operations and financial results of the combined business.
Atlas’ ability to successfully effect the Business Combination and New Archer’s ability to successfully operate the business following the consummation of the Business Combination is dependent upon the efforts
 
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of certain key personnel of Archer. Although Atlas expects key personnel to remain with the combined company following the consummation of the Business Combination, there can be no assurance that they will do so. It is possible that Archer will lose some key personnel, the loss of which could negatively impact the operations and profitability of the combined company. Furthermore, following the consummation of the Business Combination, certain of the key personnel of Archer may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause the combined company to have to expend time and resources helping them become familiar with such requirements.
Atlas’ amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in Atlas’ name, actions against Atlas’ directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against Atlas’ directors, officers, other employees or stockholders.
Atlas’ amended and restated certificate of incorporation provide that unless Atlas consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (1) any derivative action or proceeding brought on behalf of Atlas, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Atlas to Atlas or Atlas’ stockholders, (3) any action asserting a claim against Atlas, its directors, officers or employees arising pursuant to any provision of the DGCL or Atlas’ amended and restated certificate of incorporation or Atlas’ bylaws, or (4) any action asserting a claim against Atlas, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. Notwithstanding the foregoing, (i) the above provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) unless Atlas consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, as amended, or the rules and regulations promulgated thereunder.
If any action the subject matter of which is within the scope of the immediately above paragraph is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the provisions of the immediately above paragraph (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder's counsel in the Foreign Action as agent for such stockholder. If any action the subject matter of which is within the scope of the provisions of this paragraph is filed in a court other than a federal district court of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder (current, former or future), such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce the provisions of this paragraph (a “Foreign Securities Act Enforcement Action”), and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder's counsel in the Foreign Securities Act Enforcement Action as agent for such stockholder.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Atlas or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although such stockholders will not be deemed to have waived Atlas' compliance with federal securities laws and the rules and regulations thereunder.
 
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However, there is no assurance that a court would enforce the choice of forum provision contained in Atlas’ amended and restated certificate of incorporation. If a court were to find such provision to be inapplicable or unenforceable in an action, Atlas may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
Risks Relating to Ownership of New Archer Common Stock Following the Business Combination
There can be no assurance that New Archer Class A Shares will be approved for listing on the NYSE or that New Archer will be able to comply with the continued listing standards of the NYSE. The NYSE may delist New Archer’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject New Archer to additional trading restrictions.
In connection with the closing of the Business Combination, Atlas intends to list New Archer’s Class A common stock and warrants on the NYSE under the symbols “ACHR” and “ACHR WS”, respectively. Atlas cannot assure you that New Archer’s securities will continue to be listed on the NYSE after the business combination. In connection with the business combination, New Archer will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of its securities on the NYSE. For instance, New Archer’s stock price would generally be required to be at least $4.00 per share, its aggregate market value would be required to be at least $150 million, and the market value of its publicly held shares would be required to be at least $40 million. Atlas cannot assure you that New Archer will be able to meet those initial listing requirements at that time. New Archer’s continued eligibility for listing may depend on, among other things, the number of its shares that are redeemed.
If the NYSE delists New Archer’s securities from trading on its exchange and New Archer is not able to list its securities on another national securities exchange, its securities could be quoted on an over-the-counter market. If this were to occur, New Archer could face significant adverse consequences, including:

a limited availability of market quotations for its securities;

reduced liquidity for its securities;

a determination that its Class A common stock is a “penny stock” which will require brokers trading in its Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities;

a limited amount of news and analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because Atlas units, Class A common stock and public warrants are listed on the NYSE, Atlas units, Class A common stock and public warrants qualify as covered securities. Although the states are preempted from regulating the sale of Atlas securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While Atlas is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Atlas was no longer listed on the NYSE, Atlas’ securities would not be covered securities and Atlas would be subject to regulation in each state in which it offers its securities.
New Archer’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.
The trading price of the New Archer Common Stock is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the
 
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operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “— Risks Relating to Archer’s Business and Industry” and the following:

results of operations that vary from the expectations of securities analysts and investors;

results of operations that vary from those of New Archer’s competitors;

the impact of the COVID-19 pandemic and its effect on New Archer’s business and financial conditions;

changes in expectations as to New Archer’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

declines in the market prices of stocks generally;

strategic actions by New Archer or its competitors;

announcements by New Archer or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

any significant change in New Archer’s management;

changes in general economic or market conditions or trends in New Archer’s industry or markets;

changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to New Archer’s business;

future sales of New Archer’s common stock or other securities;

investor perceptions or the investment opportunity associated with New Archer’s common stock relative to other investment alternatives;

the public’s response to press releases or other public announcements by New Archer or third parties, including New Archer’s filings with the SEC;

litigation involving New Archer, New Archer’s industry, or both, or investigations by regulators into New Archer’s operations or those of New Archer’s competitors;

guidance, if any, that New Archer provides to the public, any changes in this guidance or New Archer’s failure to meet this guidance;

the development and sustainability of an active trading market for New Archer’s stock;

actions by institutional or activist stockholders;

changes in accounting standards, policies, guidelines, interpretations or principles; and

other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.
These broad market and industry fluctuations may adversely affect the market price of New Archer’s common stock, regardless of New Archer’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of New Archer’s common stock is low.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If New Archer was involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from New Archer’s business regardless of the outcome of such litigation.
Because there are no current plans to pay cash dividends on New Archer’s common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for i