Item 8.01 Other Events.
On
Important Information for Investors and Stockholders and Where to Find It
In connection with the proposed Business Combination, Atlas has filed with the
No Offer or Solicitation
This Current Report does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction in connection with the proposed Business Combination among Archer and Atlas or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed Business Combination will be made only by means of a definitive proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act") and Securities Exchange Act, of 1934, as amended (the "Exchange Act"), or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.
Participants in the Solicitation
Atlas, Archer, the Sponsor and their respective directors, executive officers,
other members of management, and employees, under
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding future events, the Business Combination
between Atlas and Archer, the estimated or anticipated future results and
benefits of the combined company following the Business Combination, including
the likelihood and ability of the parties to successfully consummate the
Business Combination, future opportunities for the combined company, and other
statements that are not historical facts. These statements are based on the
current expectations of the management of Atlas and Archer and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on, by any investor as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Atlas and Archer. These
statements are subject to a number of risks and uncertainties regarding the
businesses of Atlas and Archer and the Business Combination, and actual results
may differ materially. These risks and uncertainties include, but are not
limited to, the early stage nature of Archer's business and its past and
projected future losses; Archer's ability to manufacture and deliver aircraft
and its impact on the risk of investment; Archer's dependence on United Airlines
for its current aircraft orders and development process, and the risk that
United Airlines cancels its contracts with Archer; risks relating to the
uncertainty of the projections included in the model; the effectiveness of
Archer's marketing and growth strategies, including its ability to effectively
market air transportation as a substitute for conventional methods of
transportation; Archer's ability to compete in the competitive urban air
mobility and eVTOL industries; Archer's ability to obtain expected or required
certifications, licenses, approvals, and authorizations from transportation
authorities; Archer's ability to achieve its business milestones and launch
products on anticipated timelines; Archer's dependence on suppliers and service
partners for the parts and components in its aircraft; Archer's ability to
develop commercial-scale manufacturing capabilities; regulatory requirements and
other obstacles outside of Archer's control that slow market adoption of
electric aircraft, such as Archer's inability to obtain and maintain adequate
facilities and Vertiport infrastructure; Archer's ability to hire, train and
retain qualified personnel; risks related to Archer's Aerial Ride Sharing
Business operating in densely populated metropolitan areas and heavily regulated
airports; adverse publicity from accidents involving aircraft, helicopters or
lithium-ion battery cells; the impact of labor and union activities on Archer's
work force; losses resulting from indexed price escalation clauses in purchase
orders and cost overruns; regulatory risks related to evolving laws and
regulations in Archer's industries; impact of the COVID-19 pandemic on Archer's
business and the global economy; the inability of the parties to successfully or
timely consummate the Business Combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the Business Combination or that the approval of the
stockholders of Atlas or Archer is not obtained; a decline in Archer's
securities following the Business Combination if it fails to meet the
expectations of investors or securities analysts; Archer's inability to protect
its intellectual property rights from unauthorized use by third parties;
Archer's need for and the availability of additional capital; cybersecurity
risks; risks and costs associated with the ongoing litigation with
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release ofArcher Aviation Inc. , datedAugust 23, 2021 . 104 Cover Page Interactive Data File (formatted as inline XBRL)
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to
furnish supplementally a copy of all omitted exhibits and schedules to the
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