| ARCHER INVESTOR DECK AUGUST 2021 2 Archer Aviation Inc. (“Archer” or the “Company”) disclaims all warranties, whether express, implied or statutory, including, without limitation, any implied warranties of title, non- infringement of third-party rights, merchantability, or fitness for a particular purpose. The information pack (the “Pack”) discusses trends and markets that the leadership team of the Company believes will impact the development and success of the Company based on its current understanding of the marketplace. Industry and market data used in the Pack have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. The Company has not independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. Nothing in this agreement imposes on the Company, Atlas Crest Investment Corp. (“Atlas Crest”) or their advisors or representatives any obligation to provide further Packs or update or correct any inaccuracies in the Pack. Forward-Looking Statements The Pack includes “forward-looking statements” within the meaning of the “safe harbor” provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “would,” “should,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. “Forward-looking statements” include all statements about the combined company’s plans and performance, regardless of whether the foregoing expressions are used to identify them. In addition, these forward-looking statements include, but are not limited to: statements regarding: estimates and forecasts of financial and performance metrics; projections of market opportunity and market share, expectations and timing related to commercial product launches; the potential success of the Company's go-to-market strategy; the Company’s research and development efforts; and the Company’s proposed manufacturing plans and expectations, including statements regarding the effectiveness and efficiency of its future manufacturing processes. These statements are based on various assumptions, whether or not identified in the Pack, and on the current expectations of Atlas Crest and Archer management 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 Crest and Archer. These forward-looking statements are subject to several risks and uncertainties regarding Atlas Crest’s businesses and the proposed 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 its aircraft; Archer’s ability to effectively market and sell air transportation as a substitute for conventional methods of transportation; the receipt of all 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; regulatory risks related to evolving laws and regulations in Archer’s industries, including data privacy and security laws; Archer’s ability to facilitate necessary changes to Vertiport infrastructure to enable adoption; risks related to Archer’s Aerial Ride Sharing Business operating in densely populated metropolitan areas and heavily regulated airports; 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; 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 ability to defend third-party claims of intellectual property infringement against Archer; Archer’s need for and the availability of additional capital; risks related to the dual class structure of Archer’s common stock; the amount of redemption requests made by Atlas Crest’s public stockholders; and the ability of Atlas Crest or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties and those factors discussed in Atlas Crest’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission (“SEC”) on March 8, 2021 (as amended, the “Registration Statement”) under the heading “Risk Factors,” and other documents of Atlas filed, or to be filed, with the SEC. If any of these risks materialize or if assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Atlas Crest nor Archer presently know or that Atlas Crest and Archer currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Atlas Crest’s and Archer’s expectations, plans or forecasts of future events and views as of the date of the Pack. Atlas Crest and Archer anticipate that subsequent events and developments will cause Atlas Crest's and Archer’s assessments to change. However, while Atlas Crest and Archer may elect to update these forward-looking statements at some point in the future, Atlas Crest and Archer specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Atlas Crest’s or Archer’s assessments as of any date subsequent to the date of the Pack. Accordingly, undue reliance should not be placed upon the forward-looking statements. Additional Information about the Business Combination and Where to Find It In connection with the proposed business combination between Archer and Atlas Crest, Atlas Crest has filed with the SEC a definitive proxy statement/prospectus and has mailed a copy of such proxy statement/prospectus, together with other relevant documentation, to Atlas Crest stockholders. This Pack does not contain all the information that should be considered concerning the proposed business combination. It is not intended to form the basis of any investment decision or any other decision in respect to the proposed business combination. Atlas Crest stockholders and other interested persons are advised to read the definitive proxy statement/prospectus filed in connection with Atlas Crest’s solicitation of proxies for the special meeting to be held to approve the transactions contemplated by the proposed business combination because these materials will contain important information about Archer, Atlas Crest and the proposed transactions. The definitive proxy statement / prospectus was mailed to Atlas Crest stockholders on August 12, 2021. Atlas Crest stockholders will also be able to obtain copies of the definitive proxy statement/prospectus, as well as other filings containing information about Atlas Crest, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Atlas Crest Investment Corp., 399 Park Avenue, New York, NY 10022, or (212) 883-3800. These documents, once available, can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov). INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Use of Projections and Description of Key Partnerships The Pack contains projected financial information with respect to the Company, namely revenue, gross profit, operating capital expenditures, EBITDA and EBITDA margin for 2024 – 2030. Such projected financial information constitutes forward-looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “Forward-Looking Statements” above. Actual results may differ materially from the results contemplated by the projected financial information contained in the Pack, and the inclusion of such information in the Pack should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The independent registered public accounting firm of the Company has not audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in the Pack, and accordingly, does not express an opinion or provided any other form of assurance with respect thereto for the purpose of the Pack. The Pack contains descriptions of certain key business partnerships of the Company. These descriptions are based on the Company’s management team’s discussions with such counterparties and the latest available information and estimates as of the date of the Pack. In certain cases, such descriptions are subject to negotiation and execution of definitive agreements with such counterparties which have not been completed as of the date of the Pack and, as a result, such descriptions of key business partnerships of the Company, remain subject to change. Financial Information; Non-GAAP Financial Measures The financial information and data contained in the Pack is unaudited and does not conform to Regulation S-X. Some of the financial information and data contained in the Pack, such as EBITDA and EBITDA margin, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). EBITDA is defined as net income (loss) before interest, taxes, depreciation and amortization. Net income (loss) includes research and development expenses. The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. The Company is not providing a reconciliation of projected EBITDA for full years 2024 – 2030 to the most directly comparable measure prepared in accordance with GAAP because the Company is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results. No Offer or Solicitation This Pack does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Participants in the Solicitation Atlas Crest, Archer, and their respective directors, officers and employees may be deemed participants in the solicitation of proxies of Atlas Crest’s stockholders in connection with the proposed business combination. Atlas Crest stockholders and other interested persons may obtain, without charge, more detailed information regarding the names, affiliations and interests of certain directors, officers and employees of Atlas Crest and of Archer in Atlas Crest’s definitive proxy statement/prospectus. Information concerning the interests of Atlas Crest's and Archer’s participants in the solicitation, which may, in some cases, be different than those of Atlas Crest’s stockholders generally, is set forth in the definitive proxy statement/prospectus. Trademarks The Pack contains trademarks, service marks, trade names and copyrights of the Company and other companies, which are the property of their respective owners. Placement Agent Moelis & Company acted as a placement agent in connection with the PIPE financing and is receiving a fee in connection with such role. In addition, Moelis & Company LLC will receive a business combination marketing fee upon completion of the proposed transaction. Affiliates of Moelis & Company hold interests in the securities of Atlas Crest which do not have any value unless a business combination is consummated. Neither Atlas Crest nor Moelis has assumed any responsibility for independently verifying such information and expressly disclaims any liability to any purchaser in connection with such information or any transaction with the Company. Neither Atlas Crest nor Moelis make any representation or warranty, express or implied, or accept any responsibility or liability for the accuracy or completeness of the information contained herein or any other written or oral information that the Company makes available to any recipient. Neither Atlas Crest nor Moelis makes any representation or warranty as to the achievement or reasonableness of any projections, management estimates, prospects or returns. Certain images of aircraft and vertiport structures depicted in this presentation have been rendered utilizing computer graphics. Disclaimer |
