Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
Proposal 1. The Business Combination Proposal- To consider and vote upon a
proposal to approve the Business Combination Agreement, dated as of
Common Stock Common Stock Common Stock Common Stock Votes For Votes Against Abstentions Broker Non-Votes 36,521,874 1,527,825 63,254 -
The Business Combination Proposal was approved, having received "For" votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.
Proposal 2. The Charter Proposal - To consider and vote upon a proposal to
approve an amendment to the amended and restated certificate of incorporation of
Atlas (the "Proposed Charter") that will be in effect upon the closing of the
Merger to, among other things, (i) change the Company's name to "
Common Stock Common Stock Common Stock Common Stock Votes For Votes Against Abstentions Broker Non-Votes 36,004,873 2,034,671 73,409 -
The Charter Proposal was approved, having received "For" votes from holders of at least 50.1% of the outstanding shares of Common Stock voting together as a single class.
Proposal 3. The Governance Proposals - To consider and vote upon, on a
non-binding advisory basis, the following provisions included in the Proposed
Charter, on a non-binding advisory basis in accordance with the
Proposal 3.A. To increase the total number of shares of all classes of authorized capital stock from (i) 221,000,000, consisting of (a) 220,000,000 shares of common stock, including (1) 200,000,000 shares of Class A common stock, and (2) 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock, to (ii) 1,010,000,000, consisting of (A) 1,000,000,000 shares of common stock, including (1) 700,000,000 shares of Class A common stock, and (2) 300,000,000 shares of Class B common stock, and (B) 10,000,000 shares of preferred stock.
Common Stock Common Stock Common Stock Common Stock
Votes For Votes Against Abstentions Broker Non-Votes
35,218,583 2,781,142 113,228 -
Proposal 3.B. To provide that holders of shares of Class A Common Stock will be entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of shares of Class B Common Stock will be entitled to ten votes per share on all matters to be voted upon by the stockholders.
Common Stock Common Stock Common Stock Common Stock
Votes For Votes Against Abstentions Broker Non-Votes
34,090,444 3,920,142 102,367 -
Proposal 3.C. To provide that any amendment to the amended and restated bylaws of New Archer will require either the approval of New Archer's board of directors or an affirmative vote the holders of at least 66 2/3% 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.
Common Stock Common Stock Common Stock Common Stock
Votes For Votes Against Abstentions Broker Non-Votes
35,163,863 2,863,122 85,968 -
Proposal 3.D. To provide that any amendment to certain provisions of the Proposed Charter will require an affirmative vote of the holders of at least 66 2/3% 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.
Common Stock Common Stock Common Stock Common Stock Votes For Votes Against Abstentions Broker Non-Votes 35,175,176 2,855,670 82,107 -
Each of the Governance Proposals 3.A through 3.D (inclusive) was approved, having received "For" votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.
Proposal 4. The NYSE Proposal - To consider and vote upon a proposal to adopt and approve the issuance of 2,244,780 shares of Class A common stock and up to 215,995,224 shares of Class B common stock, in the Business Combination, as well as the issuance and sale of 60,000,000 shares of Class A common stock in the Pipe financing (as described in the Proxy Statement) to comply with Section 312.03(c) of the NYSE Listed Company Manual (Class A Common Stock and Class B Common Stock, voting together as a single class).
Common Stock Common Stock Common Stock Common Stock Votes For Votes Against Abstentions Broker Non-Votes 36,263,989 1,739,931 109,033 -
The NYSE Proposal was approved, having received "For" votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.
Proposal 5. The Equity Incentive Plan Proposal - To consider and vote upon a proposal to approve the 2021 Equity Incentive Plan (Class A Common Stock and Class B Common Stock, voting together as a single class):
Common Stock Common Stock Common Stock Common Stock Votes For Votes Against Abstentions Broker Non-Votes 34,880,748 3,079,940 152,265 -
The Equity Incentive Plan Proposal was approved, having received "For" votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.
Proposal 6. The Employee Stock Purchase Plan Proposal - To consider and vote upon a proposal to approve the 2021 Employee Stock Purchase Plan (Class A Common Stock and Class B Common Stock, voting together as a single class):
Common Stock Common Stock Common Stock Common Stock Votes For Votes Against Abstentions Broker Non-Votes 37,475,258 506,744 130,951 -
The Employee Stock Purchase Plan Proposal was approved, having received "For" votes from holders of at least 50.1% of the outstanding shares of Common Stock represented in person or by proxy at the Special Meeting.
Proposal 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 one or more proposals at the Special Meeting (Class A Common Stock and Class B Common Stock, voting together as a single class):
Common Stock Common Stock Common Stock Common Stock
Votes For Votes Against Abstentions Broker Non-Votes
36,238,257 1,779,901 94,795 -
Because there were sufficient votes at the time of the Special Meeting to approve each of the above Proposals No. 1 through No. 6 (inclusive), a vote on the proposal to adjourn the Special Meeting to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve one or more proposals at the Special Meeting, while approved, was not necessary or applicable.
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of the remaining closing conditions, as described in the Proxy Statement,
the Business Combination is expected to be consummated on
Item 8.01 Other Events.
In connection with the Business Combination, holders of 24,239,307 shares of
Class A Common Stock of the Company exercised their right to redeem their shares
for cash at a redemption price of approximately
On
Important Information for Investors and Stockholders and Where to Find It
In connection with the proposed Business Combination, Atlas has filed with the
No Offer or Solicitation
This Current Report does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction in connection with the proposed Business Combination among Archer and Atlas or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed Business Combination will be made only by means of a definitive proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act") and Securities Exchange Act, of 1934, as amended (the "Exchange Act"), or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding future events, the Business Combination
between Atlas and Archer, the estimated or anticipated future results and
benefits of the combined company following the Business Combination, including
the likelihood and ability of the parties to successfully consummate the
Business Combination, future opportunities for the combined company, and other
statements that are not historical facts. These statements are based on the
current expectations of the management of Atlas and Archer and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on, by any investor as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Atlas and Archer. These
statements are subject to a number of risks and uncertainties regarding the
businesses of Atlas and Archer and the Business Combination, and actual results
may differ materially. These risks and uncertainties include, but are not
limited to, the early stage nature of Archer's business and its past and
projected future losses; Archer's ability to manufacture and deliver aircraft
and its impact on the risk of investment; Archer's dependence on United Airlines
for its current aircraft orders and development process, and the risk that
United Airlines cancels its contracts with Archer; risks relating to the
uncertainty of the projections included in the model; the effectiveness of
Archer's marketing and growth strategies, including its ability to effectively
market air transportation as a substitute for conventional methods of
transportation; Archer's ability to compete in the competitive urban air
mobility and eVTOL industries; Archer's ability to obtain expected or required
certifications, licenses, approvals, and authorizations from transportation
authorities; Archer's ability to achieve its business milestones and launch
products on anticipated timelines; Archer's dependence on suppliers and service
partners for the parts and components in its aircraft; Archer's ability to
develop commercial-scale manufacturing capabilities; regulatory requirements and
other obstacles outside of Archer's control that slow market adoption of
electric aircraft, such as Archer's inability to obtain and maintain adequate
facilities and Vertiport infrastructure; Archer's ability to hire, train and
retain qualified personnel; risks related to Archer's Aerial Ride Sharing
Business operating in densely populated metropolitan areas and heavily regulated
airports; adverse publicity from accidents involving aircraft, helicopters or
lithium-ion battery cells; the impact of labor and union activities on Archer's
work force; losses resulting from indexed price escalation clauses in purchase
orders and cost overruns; regulatory risks related to evolving laws and
regulations in Archer's industries; impact of the COVID-19 pandemic on Archer's
business and the global economy; the inability of the parties to successfully or
timely consummate the Business Combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the Business Combination; a decline in the value of
Archer's securities following the Business Combination if it fails to meet the
expectations of investors or securities analysts; Archer's inability to protect
its intellectual property rights from unauthorized use by third parties;
Archer's need for and the availability of additional capital; cybersecurity
risks; risks and costs associated with the ongoing litigation with
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Joint Press Release ofAtlas Crest Investment Corp. and ArcherAviation Inc. , datedSeptember 14, 2021 . 104 Cover Page Interactive Data File (formatted as inline XBRL)
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