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)​

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.

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) ☐

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 JULY 1, 2021, SUBJECT TO COMPLETION

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 unvested) 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 — Transaction 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 shares 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 31 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,

 

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.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 662∕3% 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 662∕3% 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 $77.9 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.

 

 

 

 

ii

 

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.

 

iii

 

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;

​

 

iv

 

•

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.

 

v

 

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.

 

vi

 

•

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;

​

 

vii

 

•

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;

​

•

the risks and costs associated with the ongoing litigation with Wisk Aero LLC;

​

•

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.

​

 

viii

 

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:

 

ix

 

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:

 

x

 

The number of shares and percentage interests set forth above are based on a number of assumptions, including scenarios under which (a) none of Atlas’ public shares are redeemed and (b) all of Atlas’ public shares are redeemed. For an illustration of the number of shares and percentage interests outstanding under scenarios that assume redemptions of Atlas’ public shares in amounts of 10%, 50% and 75%, see “Summary — Impact of the Business Combination on New Archer’s Public Float.” Moreover, each scenario excludes such New Archer Class B Shares underlying the Archer Founder Grants, certain of which are expected to be issued to the Archer Founders upon the achievement of a performance-based milestone at the Closing of the Business Combination. If the actual facts differ from our assumptions, the number of shares and percentage interests set forth above will be different.

Additionally, upon the consummation of the Business Combination it is expected that former holders of Archer’s capital stock will possess (a) 93.4% of the voting power of the total outstanding stock, assuming none of Atlas’ public shares are redeemed, and (b) 96.0% of the voting power of the total outstanding stock, assuming all of Atlas’ public shares are redeemed, with 88.7% and 91.2% of the voting power being held by holders of New Archer Class B Shares, respectively. Note that the above voting power calculations exclude such New Archer Class B Shares underlying the Archer Founder Grants, certain of which are expected to be issued to the Archer Founders upon the achievement of a performance-based milestone at the Closing of the Business Combination.

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:

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 not being completed 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 “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;

​

 

xi

 

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.

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.

 

xii

 

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 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.

 

xiii

 

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 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

​

 

xiv

 

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 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

 

xv

 

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’ SPONSOR, DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF ATLAS STOCKHOLDERS?

​

A:

In considering the recommendation of the Atlas Board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and our directors and officers have interests in the Business Combination that are 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. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

​

•

the fact that the Sponsor, directors and officers has waived its rights to redeem any of the founder shares and public shares in connection with a stockholder vote to approve a proposed initial business combination;

​

•

the fact that the Sponsor (including our officers and directors, as members of the Sponsor) paid an aggregate of $25,000 for the founder shares, which will convert into 12,500,000 shares of Class A Common Stock in accordance with the terms of the Existing Charter and such securities will have a significantly higher value at the time of the Business Combination, estimated to be approximately $       million based on the closing price of $        per public shares on the NYSE on June      , 2021;

​

•

the fact that the Sponsor, directors and officers may receive a positive return on its founder shares, for which it paid an aggregate of $25,000, and on its private placement warrants, for which it paid $12,000,000, even if Atlas's public stockholders experience a negative return on their investment after consummation of the Business Combination;

​

•

the fact that the Sponsor, directors and officers has agreed to waive its rights to liquidating distributions from the trust account with respect to the founder shares if Atlas fails to complete an initial business combination by October 31, 2022;

​

•

the fact that the Sponsor paid $12,000,000 for 8,000,000 private placement warrants, each of which is exercisable commencing on the later of 12 months from the closing of the IPO and 30 days following

​

 

xvi

 

the Closing for one share of Class A Common Stock at $11.50 per share; if Atlas does not consummate an initial business combination by October 31, 2022, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by the Sponsor will be worthless; the warrants held by the Sponsor had an aggregate market value of approximately $      based upon the closing price of $      per warrant on the NYSE on June      , 2021; and

•

if the trust account is liquidated, including in the event Atlas is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to Atlas if and to the extent any claims by a third-party for services rendered or products sold to Atlas, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third-party or prospective target business who executed a waiver of any and all rights to monies held in the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

​

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.

​

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.

​

 

xvii

 

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 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.

 

xviii

 

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 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

 

xix

 

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.

​

 

xx

 

 

2

 

​	Assuming No Redemption	​	​	Assuming Maximum Redemption	​
​	The equityholders of Archer will own 252,567,000 shares of New Archer Common Stock, representing approximately 67.3% of the total shares outstanding, which includes shares of New Archer Common Stock that may be issuable pursuant to the Exchange Ratio	​	​	The equityholders of Archer will own 252,567,000 shares of New Archer Common Stock, representing approximately 77.7% of the total shares outstanding, which includes shares of New Archer Common Stock that may be issuable pursuant to the Exchange Ratio	​
​	The PIPE Investors will own 60,000,000 shares of New Archer Common Stock (which includes 5,200,000 shares of New Archer Common Stock held by affiliates of Archer, Atlas and/or the Sponsor), representing approximately 16.0% of the total shares outstanding	​	​	The PIPE Investors will own 60,000,000 shares of New Archer Common Stock (which includes 5,200,000 shares of New Archer Common Stock held by affiliates of Archer, Atlas and/or the Sponsor), representing approximately 18.5% of the total shares outstanding	​
​	Atlas’ public stockholders will own 50,000,000 shares of New Archer Common Stock, representing approximately 13.3% of the total shares outstanding The Sponsor will own 12,500,000 shares of New Archer Common Stock, representing approximately 3.3% of the total shares outstanding	​	​	Atlas’ public stockholders will own zero shares of New Archer Common Stock and retain no ownership interest in New Archer The Sponsor will own 12,500,000 shares of New Archer Common Stock, representing approximately 3.8% of the total shares outstanding	​

3

 

​

4

 

​

5

 

6

 

7

 

8

 

9

 

10

 

11

 

12

 

The following table illustrates varying beneficial ownership levels in New Archer, assuming no redemptions by Atlas’ public stockholders, 10% redemption by Atlas’ public stockholders, 50% redemption by Atlas’ public stockholders, 75% redemption by Atlas’ public stockholders and the maximum redemptions by Atlas’ public stockholders:

 

13

 

​

14

 

15

 

16

 

17

 

​

18

 

​

19

 

​

20

 

21

 

No Redemption

​

Maximum Redemption

​

22

 

​

23

 

24

 

 

 

 

28

 

COMPARATIVE PER SHARE DATA

The following tables present Atlas and Archer’s historical and pro forma per share data as of March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and the year ended December 31, 2020. The pro forma book value information reflects the Business Combination as if it had occurred on March 31, 2021. The weighted average shares of common stock outstanding and net income (loss) attributable to common stockholders per share reflect the Business Combination as if it had occurred on January 1, 2020. The information provided in the table below is unaudited.

The historical per share data of Atlas was derived from the financial statements of Atlas included elsewhere in this proxy statement/prospectus. The historical financial information of Archer was derived from the consolidated financial statements of Archer included elsewhere in this proxy statement/prospectus. This information should be read together with Atlas’s and Archer’s historical 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 For the Three Months Ended March 31, 2021

​

​

​

Historical

​

​

Pro Forma Combined

​

​

Archer Equivalent Pro Forma Per Share Data(4)

​

​

​

​

Archer Aviation Inc.(3)

​

​

Atlas Crest Investment Corp.(2)

​

​

Assuming No Redemptions

​

​

Assuming Maximum Redemptions

​

​

Assuming No Redemptions

​

​

Assuming Maximum Redemptions

​

​

​

​

(in thousands, except share data)

​

Basic and diluted net loss per share, common stock and Redeemable Class A Common Stock

​

​

​

$

(1.71)

​

​

​

​

$

—

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

Book value per common stock and Redeemable Class A common stock – basic and diluted(1)

​

​

​

$

(0.81)

​

​

​

​

$

(0.78)

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

Weighted average shares of common stock outstanding, common stock and Redeemable Class A common stock – basic and diluted

​

​

​

​

51,237,207

​

​

​

​

​

50,000,000

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock

​

​

​

​

N/A

​

​

​

​

$

(0.19)

​

​

​

​

$

(0.35)

​

​

​

​

$

(0.32)

​

​

​

​

$

(0.20)

​

​

​

​

$

(0.18)

​

​

Book value per Class B common stock – basic and diluted(1)

​

​

​

​

N/A

​

​

​

​

$

(0.78)

​

​

​

​

$

2.61

​

​

​

​

$

1.53

​

​

​

​

$

1.51

​

​

​

​

$

0.88

​

​

Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock

​

​

​

​

N/A

​

​

​

​

​

12,500,000

​

​

​

​

​

383,526,500

​

​

​

​

​

326,495,217

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

​