Item 8.01 Other Events.
As previously announced,
Additional Information
This communication may be deemed solicitation material in respect of the
proposed business combination between Atlas and Archer (the "Business
Combination"). This communication does not constitute a solicitation of any vote
or approval. In connection with the proposed Business Combination, Atlas has
filed on
Participants in the Solicitation
Atlas, Archer and their respective directors, executive officers, other members
of management, and employees, under
Forward-Looking Statements
Certain statements made herein are not historical facts but are forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding future events, the Business Combination
between Atlas and Archer, the estimated or anticipated future results and
benefits of the combined company following the Business Combination, including
the likelihood and ability of the parties to successfully consummate the
Business Combination, future opportunities for the combined company, and other
statements that are not historical facts. These statements are based on the
current expectations of the management of Atlas and Archer and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on, by any investor as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Atlas and Archer. These
statements are subject to a number of risks and uncertainties regarding Atlas'
businesses and the Business Combination, and actual results may differ
materially. These risks and uncertainties include, but are not limited to, the
early stage nature of Archer's business and its past and projected future
losses; Archer's ability to manufacture and deliver aircraft and its impact on
the risk of investment; Archer's dependence on United Airlines for its current
aircraft orders and development process, and the risk that United Airlines
cancels its contracts with Archer; risks relating to the uncertainty of the
projections included in the model; the effectiveness of Archer's marketing and
growth strategies, including its ability to effectively market air
transportation as a substitute for conventional methods of transportation;
Archer's ability to compete in the competitive urban air mobility and eVTOL
industries; Archer's ability to obtain expected or required certifications,
licenses, approvals, and authorizations from transportation authorities;
Archer's ability to achieve its business milestones and launch products on
anticipated timelines; Archer's dependence on suppliers and service partners for
the parts and components in its aircraft; Archer's ability to develop
commercial-scale manufacturing capabilities; regulatory requirements and other
obstacles outside of Archer's control that slow market adoption of electric
aircraft, such as Archer's inability to obtain and maintain adequate facilities
and Vertiport infrastructure; Archer's ability to hire, train and retain
qualified personnel; risks related to Archer's Aerial Ride Sharing Business
operating in densely populated metropolitan areas and heavily regulated
airports; adverse publicity from accidents involving aircraft, helicopters or
lithium-ion battery cells; the impact of labor and union activities on Archer's
work force; losses resulting from indexed price escalation clauses in purchase
orders and cost overruns; regulatory risks related to evolving laws and
regulations in Archer's industries; impact of the COVID-19 pandemic on Archer's
business and the global economy; the inability of the parties to successfully or
timely consummate the proposed business combination, including the risk that any
required regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination or that the approval of
the stockholders of Atlas or Archer is not obtained; a decline in Archer's
securities following the business combination if it fails to meet the
expectations of investors or securities analysts; Archer's inability to protect
its intellectual property rights from unauthorized use by third parties;
Archer's need for and the availability of additional capital; cybersecurity
risks; risks and costs associated with the ongoing litigation with
Disclaimer
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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