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Item 1. Financial Statements

2021-05-24 compared with 2020-12-07 · 399 added, 779 removed, 47 unchanged (96% of the section changed)

FINANCIAL STATEMENTS

ATLAS CREST INVESTMENT

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2020

Current assets - cash

Deferred offering costs

LIABILITIES AND STOCKHOLDER’S EQUITY

ATLAS CREST INVESTMENT CORP.

CONDENSED BALANCE SHEETS

March 31, 2021

December 31, 2020

Current assets:

Prepaid expenses

Total Current Assets

Investments held in Trust Account

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities:

Promissory note - related party

Accrued offering costs

Accounts payable

Accrued expenses

Franchise tax payable

Due to related party

Total Current Liabilities

Warrant liabilities

Total Liabilities

Stockholder’s Equity

Commitments and Contingencies

Class A common stock, $ 0.0001 par value, subject to possible redemption;

50,000,000 and 44,885,287 shares at redemption value at March 31, 2021 and December 31, 2020, respectively

Stockholders' (Deficit) Equity:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

none issued and outstanding at March 31,2021 and December 31,2020

Class A common stock, $ 0.0001 par value;

200,000,000 shares authorized;

none issued and outstanding

50,000,000 and 5,114,713 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (excluding 50,000,000 and 44,885,287 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively

Class B common stock, $ 0.0001 par value;

20,000,000 shares authorized;

14,375,000 shares issued and outstanding (1)

12,500,000 shares issued and outstanding at March 31, 2021 and December 31, 2020 (1)

Additional paid-in capital

Accumulated deficit

Total Stockholder’s Equity

Total Liabilities and Stockholder’s Equity

up to 1,875,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in

part by the underwriter (see Note 5).

The accompanying notes are an integral part of the unaudited condensed financial statements.

( 48,748,289 )

( 10,850,513 )

Total Stockholders' (Deficit) Equity

( 48,723,289 )

Total Liabilities and Stockholders' (Deficit) Equity

(1) Excludes 1,875,000 shares of Class B common stock that were forfeited by the underwriter due to expiration of over-allotment option occurring in December 2020 (see Note 5).

The accompanying notes are an integral part of these financial statements.

ATLAS CREST INVESTMENT CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM AUGUST 26, 2020 (INCEPTION)

THROUGH SEPTEMBER 30, 2020

Operating and formation costs

Weighted average shares outstanding, basic and diluted (1)

Basic and diluted net loss per common share

up to 1,875,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in

part by the underwriter (see Note 5).

The accompanying notes are an integral part of the unaudited condensed financial statements.

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Operating costs

Franchise tax expense

Loss from operations

( 4,775,500 )

Unrealized gain on investments held in Trust Account

Change in fair value of warrant liabilities

( 2,418,806 )

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

Basic and diluted net earnings per share, Redeemable Class A Common Stock

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

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

The accompanying notes are an integral part of these financial statements.

ATLAS CREST INVESTMENT CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE PERIOD FROM AUGUST 26, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

Stockholder’s

Balance - August 26,

2020 (Inception)

of Class B common stock to Sponsor (1)

- September 30, 2020

up to 1,875,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or

in part by the underwriter (see Note 5).

The accompanying notes are an integral part of the unaudited condensed financial statements.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTH S ENDED March 31, 2021

Stockholders’

Equity (Deficit)

Balance — January 1, 2021 (Restated)

( 10,850,513 )

Measurement adjustment on redeemable common stock

( 5,114,713 )

( 15,825,008 )

( 35,478,970 )

( 51,304,489 )

( 2,418,806 )

Balance — March 31, 2021 (Unaudited)

( 48,748,289 )

( 48,723,289 )

The accompanying notes are an integral part of these financial statements.

ATLAS CREST INVESTMENT CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM AUGUST 26, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

FOR THE THREE MONTHS ENDED March 31, 2021

Cash Flows from Operating Activities:

( 2,418,806 )

Adjustments to reconcile net loss to net cash used in operating activities:

Unrealized gain on investments held in Trust Account

Change in fair value of warrant liabilities

( 2,226,669 )

Payment of formation costs by related party

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

Accrued expenses

Franchise tax payable

Net cash used in operating activities

Cash Flows from Financing Activities:

Proceeds from the issuance of Class B common stock to Sponsor

Proceeds from promissory note - related party

Payment of offering costs

Net cash provided by financing activities

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account to pay franchise taxes

Net cash provided by investing activities

Net change in cash

1 unchanged sentence

Cash — end of period

Supplemental disclosures of non-cash investing and financing activities:

Deferred offering costs included in accrued offering costs

The accompanying notes are an integral part of the unaudited condensed financial statements.

Supplemental disclosure of noncash investing and financing activities:

Change in value of Class A common stock subject to possible redemption

The accompanying notes are an integral part of these financial statements.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

NOTES TO C ONDENSED FINANCIAL STATEMENTS

March 31, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Crest Investment Corp.

(the “Company”) is a blank check company incorporated in Delaware on August 26, 2020.

The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or other similar business combination with one or more businesses (the “Business Combination”).

The Company is an

early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and

emerging growth companies.

As of September 30, 2020, the Company

had not commenced any operations.

All activity for the period from August 26, 2020 (inception) through September 30, 2020 relates

to the Company’s formation and the initial public offering (“Initial Public Offering”) as described below.

Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived

from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s

Initial Public Offering was declared effective on October 27, 2020.

On October 30, 2020, the Company consummated the Initial Public

Offering of 50,000,000 units (the “Units”

and, with respect to the shares of Class A common stock included in

the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $500,000,000, which is described

Following the closing of the Initial Public Offering on October

30, 2020, an amount of $500,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering

and the sale of the Private Placement Warrants (as defined in Note 4) was placed in a trust account (the “Trust Account”),

invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of

1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment

company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as

determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution

of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company’s management has broad

discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private

Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a

Business Combination.

New York Stock Exchange rules provide that the Business Combination must be with one or more target businesses

that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on income

earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination.

will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting

securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act.

There is no assurance that the Company will be able to successfully

effect a Business Combination.

The Company will provide its holders of the outstanding Public

Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the

completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination

or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination

or conduct a tender offer will be made by the Company, solely in its discretion.

The public stockholders will be entitled to redeem

their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public

Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay

its tax obligations).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s

The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the

completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Atlas Crest Investment Corp.

(the “Company” or “Atlas”) is a blank check company incorporated in Delaware on August 26, 2020.

The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations.

All activity for the period from August 26, 2020 (inception) through March 31, 2021 relates to the Company's formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on October 27, 2020.

On October 30, 2020, the Company consummated the Initial Public Offering of 50,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 500,000,000 , which is discussed in Note 3.

Following the closing of the Initial Public Offering on October 30, 2020, an amount of $ 500,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants (as defined in Note 5) was placed in a trust account (the “Trust Account”), invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

Transaction costs related to the issuances described above amounted to $ 10,534,144 , consisting of $ 10,000,000 of underwriting fees and $ 534,144 of other costs.

In addition, at March 31, 2021, $ 445,231 of cash was held outside of the Trust Account and is available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

New York Stock Exchange rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination.

The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940.

There is no assurance that the Company will be able to successfully effect a Business Combination.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

The Company will proceed with the Business

Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a

Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the

Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote

for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended

and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder

approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant

to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a

Business Combination, Atlas Crest Investment LLC (the “Sponsor”) has agreed to vote its Founder Shares (as defined

in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against

the proposed Business Combination or do not vote at all.

Notwithstanding the above, if the Company

seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the

Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder

or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares

with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its

redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business

Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business

Combination within 24 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended

and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption

in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does

not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’

rights or pre-initial

business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public

Shares in conjunction with any such amendment.

The Company will have until 24 months from

the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”).

If the Company

is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for

the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the

Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including

interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less

up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption

will completely extinguish public stockholders’

rights as stockholders (including the right to receive further liquidating

distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the

Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case

to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will

expire worthless if the Company fails to complete a Business Combination within the Combination Period.

March 31, 2021

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public stockholders are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board's Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity .

The Company will proceed with the Business Combination only if the Company has net tangible assets of at least $ 5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, Atlas Crest Investment LLC (the “Sponsor”) has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the amended and restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

In order to protect the amounts held in the

Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services

rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into

a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual

amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in

the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes.

This liability will not

apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account

and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain

liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible

to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will

have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the

Company’s independent registered public accounting firm), prospective target businesses or other entities with which the

Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies

held in the Trust Account.

March 31, 2021

The Company will have until 24 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”).

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Business Combination Agreement

On February 10, 2021, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Artemis Acquisition Sub Inc., a Delaware corporation (“Artemis Merger Sub”), and Archer Aviation Inc., a Delaware corporation (“Archer”).

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Archer.

The Business Combination Agreement provides for, among other things, the following transactions on the date of closing of the Business Combination (the “Closing”):

(i) Atlas will amend and restate its certificate of incorporation (the “Post-Closing Atlas Certificate of Incorporation”), pursuant to which, among other things, Atlas will have a dual class share structure with (A) shares of Class A common stock that will carry voting rights in the form of one vote per share (the “New Class A Common Stock”), and (B) shares of Class B common stock that will carry voting rights in the form of ten votes per share (the “New Class B Common Stock” and, together with the New Class A Common Stock, the “New Atlas Common Stock”), and (ii) Artemis 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 (the “Merger”).

The Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2021

The Business Combination is subject to customary closing conditions, including, without limitation, the required approval by Atlas’ stockholders.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger, (i) outstanding shares of common stock and preferred stock of Archer will be converted into a right to receive a number of shares of New Class B Common Stock determined on the basis of an implied Archer equity value of $ 2,525,000,000 (the “Implied Equity Value”), (ii) all stock awards (whether vested or unvested) to purchase Archer common stock will be converted into stock awards to purchase a number of shares of New Class B Common Stock based on an exchange ratio derived from the Implied Equity Value, and (iii) outstanding warrants (whether vested or unvested) to purchase Archer common stock will be converted into warrants to purchase a number of shares of New Class B Common Stock determined on the basis of the Implied Equity Value.

The former Archer equity holders will have the right to convert their shares of New Class B Common Stock into shares of New Class A Common Stock pursuant to the Post-Closing Atlas Certificate of Incorporation.

PIPE Financing (Private Placement)

Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors.

Pursuant to the Subscription Agreements, each investor agreed to subscribe for and purchase, and the Company agreed to issue and sell to such investors, on the Closing Date (as defined in the Business Combination Agreement) substantially concurrently with the Closing (as defined in the Business Combination Agreement), an aggregate of 60,000,000 shares of the Company’s Class A Common Stock for a purchase price of $ 10.00 per share, for aggregate gross proceeds of $ 600 million (the “PIPE Financing”).

The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination.

The Subscription Agreements provide that Atlas will grant the investors in the PIPE Financing certain customary registration rights.

Going Concern Consideration

As of March 31, 2021, the Company had $ 445,231 in cash held outside of the Trust Account and a working capital deficit of $ 3,443,288 .

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued.

Management plans to address this uncertainty through the Business Combination as discussed above.

There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic

on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s

financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable

as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

The accompanying unaudited condensed financial

statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America

(“GAAP”) and pursuant to the rules and regulations of the SEC.

Certain information or footnote disclosures normally

included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations

of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a

comprehensive presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying

unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary

for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying

unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial

Public Offering as filed with the SEC on October 29, 2020, as well as the Company’s Current Reports on Form 8-K, as filed

with the SEC on November 5, 2020 and November 2, 2020.

The interim results for the period from August 26, 2020 (inception) through

September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any

future periods.

Growth Company

Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,

not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of

the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval

of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and

comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and

it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the

new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s

financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which

has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Basis of Presentation

The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 8, 2021 and the Company’s Amended Annual Report on Form 10-K/A filed with the SEC on May 24, 2021.

The interim results for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect

of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual

results could differ significantly from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of September 30, 2020.

Offering Costs

Deferred offering costs consist of legal,

accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering

and are charged to stockholder’s equity upon the completion of the Initial Public Offering.

Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,”

which requires an

asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities

are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future

taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected

to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement

of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties

as of September 30, 2020.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing

authorities since inception.

provision for income taxes was deemed to be de minimis for the period from August 26, 2020 (inception) through September 30, 2020.

March 31, 2021

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of March 31, 2021 and December 31, 2020.

Investments Held in Trust Account

At March 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S.

Treasury securities.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity .

Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

As of March 31, 2021 and December 31, 2020, 50,000,000 and 44,885,287 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet, respectively.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering .

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering.

Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

The Company incurred offering costs amounting to $ 10,534,144 as a result of the Initial Public Offering (consisting of a $ 10,000,000 underwriting discount and $ 534,144 of other offering costs).

The Company recorded $ 9,988,271 of offering costs as a reduction of equity in connection with the shares of Class A common Stock included in the Units.

The Company immediately expensed $ 545,873 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

The initial fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the fair value of the Private Placement Warrants was estimated using a Modified Black Scholes model (see Note 9).

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

Loss Per Common Share

loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during

the period, excluding shares of common stock subject to forfeiture.

Weighted average shares were reduced for the effect of an

aggregate of 1,875,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised

by the underwriter (see Note 5).

At September 30, 2020, the Company did not have any dilutive securities and other contracts

that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

diluted loss per share is the same as basic loss per share for the period presented.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair

Value Measurement,”

approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their

short-term nature.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

The registration statement for the Company’s

Initial Public Offering was declared effective on October 27, 2020.

On October 30, 2020, the Company completed its Initial Public

Offering of 50,000,000 Units, at $10.00 per Unit, generating gross proceeds of $500,000,000.

Each Unit consisted of one share

of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (“Public Warrant”).

Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see

PRIVATE PLACEMENT

Simultaneously with the closing of the

Initial Public Offering, the Company consummated the sale of 8,000,000 warrants at a price of $1.50 per warrant in a private placement

(the “Private Placement Warrants”) to the Sponsor, generating gross proceeds of $12,000,000.

Each Private Placement

Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share.

The proceeds from the sale

of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private

Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and

the Private Placement Warrants will expire worthless.

March 31, 2021

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

Net Earnings (Loss) Per Share of Common Stock

Net earnings (loss) per share is computed by dividing net earnings by the weighted-average number of shares of common stock outstanding during the period.

The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 24,666,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of earnings (loss) per share for common shares subject to possible redemption and applies the two-class method in calculating earnings (loss) per share.

Net earnings per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the allocable unrealized gain on investments held in the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, by the weighted average number of Class B non-redeemable common stock outstanding for the period.

Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

RELATED PARTY TRANSACTIONS

On September 4, 2020, the Sponsor paid $25,000

in consideration for 14,375,000 shares of Class B common stock (the “Founder Shares”).

The Founder Shares include

an aggregate of up to 1,875,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment

is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s

issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the

March 31, 2021

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

Class A Common Stock subject to possible redemption

Earnings attributable to Class A Common Stock subject to possible redemption

Unrealized gain on investments held in Trust Account

Unrealized gain available to be withdrawn for payment of taxes

Net earnings attributable to Class A Common Stock subject to possible redemption

Weighted average Class A Common Stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption

Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption

Non-Redeemable Class B Common Stock

Net loss minus net earnings

( 2,418,806 )

Net earnings attributable to Class A Common Stock subject to possible redemption

Non-redeemable net loss

( 2,498,348 )

Weighted average Non-Redeemable Class B Common Stock

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

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2021

The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 9 for additional information on assets and liabilities measured at fair value.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after

the completion of a Business Combination, or (B) the date on which the Company completes a liquidation, merger, capital stock

exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of

common stock for cash, securities or other property.

Notwithstanding the foregoing, if the last sale price of the Company’s

Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination,

the Founder Shares will be released from the lock-up.

Note - Related Party

On September 11, 2020, the Company issued an unsecured promissory

note to the Sponsor (the “Promissory Note”), pursuant to which the Company received proceeds of $300,000 to cover expenses

related to the Initial Public Offering.

The Promissory Note was non-interest bearing and was payable on the earlier of March 31,

2021 or the completion of the Initial Public Offering.

The outstanding balance under the Promissory Note of $300,000 was repaid

at the closing of the Initial Public Offering on October 30, 2020.

Administrative

Support Agreement

The Company entered into an agreement, commencing on the effective

date of the Initial Public Offering, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative

Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly

Note 6, under Business Combination Marketing Agreement, for additional related party transactions.

The registration statement for the Company’s Initial Public Offering was declared effective on October 27, 2020.

On October 30, 2020, the Company completed its Initial Public Offering of 50,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 500,000,000 .

Each Unit consisted of one share of Class A common stock, $ 0.0001 par value, and one -third of one redeemable warrant (“Public Warrant”).

Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $ 11.50 per whole share (see Note 7).

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants at a price of $ 1.50 per warrant in a private placement (the “Private Placement Warrants”) to the Sponsor, generating gross proceeds of $ 12,000,000 .

Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $ 11.50 per share.

The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

Founder Shares

On September 4, 2020, the Sponsor paid $ 25,000 in consideration for 14,375,000 shares of Class B common stock (the “Founder Shares”).

The Founder Shares included an aggregate of up to 1,875,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering).

Upon the expiration of the over-allotment option in December 2020, 1,875,000 shares of Class B common stock were forfeited, resulting in an aggregate of 12,500,000 Founder Shares outstanding.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

The holders of the Founder Shares, Private

Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (as defined below) (and any

shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon

conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant

to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the

Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock).

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register

such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration

statements filed subsequent to the completion of a Business Combination.

The registration rights agreement does not contain liquidating

damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

The Company will

bear the expenses incurred in connection with the filing of any such registration statements.

The Company granted the underwriter a

45-day option to purchase up to 7,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less

the underwriting discounts and commissions.

The underwriter was paid a cash underwriting

discount of $0.20 per Unit, or $10,000,000 in the aggregate upon the closing of the Initial Public Offering.

Combination Marketing Agreement

The Company engaged the representative of

the underwriters and Moelis & Company LLC, an affiliate of the Sponsor, in connection with a Business Combination to assist

the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’

attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection

with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the

Company with its press releases and public filings in connection with the Business Combination.

The Company will pay the representative

of the underwriters and Moelis & Company LLC a cash fee for such services upon the consummation of the Business Combination

of 2.25% ($11,250,000 (or up to $12,937,500 if the underwriters’

over-allotment is exercised in full)) and 1.25% ($6,250,000

(or up to $7,187,500 if the underwriters’

over-allotment is exercised in full)), respectively, or 3.5% ($17,500,000 (or

up to $20,125,000 if the underwriters’

over-allotment is exercised in full)), in the aggregate, of the gross proceeds of

the offering including the gross proceeds from the full or partial exercise of the underwriters’

over-allotment option.

A portion of such fee may be re-allocated or paid to members of FINRA that assist the Company in consummating its Business Combination.

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain

of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out

of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of

funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of

proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be

used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been

determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans

may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant.

The warrants would be

identical to the Private Placement Warrants.

March 31, 2021

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination, or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

Promissory Note — Related Party

On September 11, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company received proceeds of $ 300,000 to cover expenses related to the Initial Public Offering.

The Promissory Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering.

The outstanding balance under the Promissory Note of $ 300,000 was repaid at the closing of the Initial Public Offering on October 30, 2020.

Administrative Support Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $ 10,000 per month for office space, secretarial and administrative support.

Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

See Note 6, under Business Combination Marketing Agreement, for additional related party transactions.

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (as defined below) (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock).

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

STOCKHOLDER’S EQUITY

Stock —

The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock.

At September 30,

2020, there were no shares of preferred stock issued or outstanding.

A Common Stock —

The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common

Holders of the Company’s common stock are entitled to one vote for each share.

At September 30, 2020, there

were no shares of Class A common stock issued or outstanding.

B Common Stock —

The Company is authorized to issue up to 20,000,000 shares of

Class B, $0.0001 par value common stock.

Holders of the Company’s common stock are entitled to one vote for each share.

September 30, 2020, there were 14,375,000 shares of Class B common stock issued and outstanding, of which an aggregate of

up to 1,875,000 shares are subject to forfeiture to the extent that the underwriters’

over-allotment option is not exercised

in full or in part so that the Sponsor will own 20% of the Company’s issued and outstanding common stock after the Initial

Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering).

of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote

of shareholders, except as required by law.

shares of Class B common stock will automatically convert into shares of Class A common stock upon the consummation of a Business

Combination on a one-for-one basis, subject to adjustment.

In the case that additional shares of Class A common stock or equity-linked

securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock

issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number

of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock

issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,

by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class

A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued,

or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or

directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less

than one-for-one basis.

Public Warrants may only be exercised for a whole number of

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on

the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public

The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption

or liquidation.

Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no

obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance

of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto

is current, subject to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable and

the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock

issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state

of residence of the registered holder of the warrants.

March 31, 2021

Business Combination Marketing Agreement

The Company engaged the representative of the underwriters and Moelis & Company LLC, an affiliate of the Sponsor, in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination.

The Company will pay the representative of the underwriters and Moelis & Company LLC a cash fee for such services upon the consummation of the Business Combination of 2.25 % ($ 11,250,000 ) and 1.25 % ($ 6,250,000 ), respectively, or 3.5 % ($ 17,500,000 ), in the aggregate, of the gross proceeds of the offering including the gross proceeds from the full or partial exercise of the underwriters’ over-allotment option.

A portion of such fee may be re-allocated or paid to members of FINRA that assist the Company in consummating its Business Combination.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

No Working Capital Loans were outstanding as of and during the three months ended March 31, 2021.

Public Warrants may only be exercised for a whole number of shares.

No fractional shares are issued upon exercise of the Public Warrants.

The Public Warrants are exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,

it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of

the Class A common stock issuable upon exercise of the warrants.

The Company will use its best efforts to cause the same to become

effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the

expiration of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the

shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60 th ) business

day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement

and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on

a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding

the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange

such that they satisfy the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, the Company

may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required

to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its

best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

whole and not in part;

a price of $0.01 per Public Warrant;

not less than 30 days’

prior written notice of redemption to each warrant holder;

and only if, the closing price of the common stock equals or exceeds $18.00 per share

(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and

the like) for any 20 trading days within a 30-trading day period commencing after the

warrants become exercisable and ending three business days before the Company sends the

notice of redemption to the warrant holders.

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable

to register or qualify the underlying securities for sale under all applicable state securities laws.

exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances

including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price

below its exercise price.

March 31, 2021

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants.

The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth ( 60 th ) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

● in whole and not in part;

● at a price of $ 0.01 per Public Warrant;

● upon not less than 30 days ’ prior written notice of redemption to each warrant holder;

● if, and only if, the closing price of the common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period commencing after the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the Public Warrants.

Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in

the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will

they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising

purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less

than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by

the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking

into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly

Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,

and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation

of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s

common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its

initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the

warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price

and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of

the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical

to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will

and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable

until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private

Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial

purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers

or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders

on the same basis as the Public Warrants.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that

occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued.

as described in these unaudited condensed financial statements in relation to the Initial Public Offering (see Note 3), Private

Placement (see Note 4), and repayment of the related party promissory note (see Note 5), the Company did not identify any subsequent

events that would have required adjustment or disclosure in the unaudited condensed financial statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

in this report (the “Quarterly Report”) to “we,”

“us”

or the “Company”

March 31, 2021

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

At March 31, 2021 and December 31, 2020, there were 16,666,667 Public Warrants and 8,000,000 Private Placement Warrants outstanding.

The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability (see Note 9).

The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering.

The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value.

The warrant liabilities are subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations.

The Company will reassess the classification at each balance sheet date.

If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

STOCKHOLDERS’ EQUITY

Preferred stock — The Company is authorized to issue 1,000,000 shares of $ 0.0001 par value preferred stock.

At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue up to 200,000,000 shares of Class A, $ 0.0001 par value common stock.

Holders of the Company's common stock are entitled to one vote for each share.

At March 31, 2021 and December 31, 2020, there were 50,000,000 and 5,114,713 shares of Class A common stock issued and outstanding , excluding 44,885,287 shares of Class A common stock subject to possible redemption at December 31, 2020.

ATLAS CREST INVESTMENT CORP.

References to our “management”

or our “management team”

refer to our officers

and directors, and references to the “Sponsor”

refer to Atlas Crest Investment LLC.

The following discussion and analysis

of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed

financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the

discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking

statements”

that are not historical facts and involve risks and uncertainties that could cause actual results to differ

materially from those expected and projected.

All statements, other than statements of historical fact included in this Quarterly

Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition

and Results of Operations”

regarding the Company’s financial position, business strategy and the plans and objectives

of management for future operations, are forward-looking statements.

Words such as “expect,”

“believe,”

“anticipate,”

“intend,”

“estimate,”

“seek”

and variations and similar words and

expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events

or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors

could cause actual events, performance or results to differ materially from the events, performance and results discussed in the

forward-looking statements.

For information identifying important factors that could cause actual results to differ materially

from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final

prospectus for its Initial Public Offering (as defined below) filed with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any

forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated

on August 26, 2020 as a Delaware corporation and formed for the purpose of effectuating a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer

to throughout this Quarterly Report as our “initial business combination”.

We have not selected any specific business

combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly,

with any business combination target with respect to an initial business combination with us.

While we may pursue an acquisition

opportunity in any business or industry, we intend to focus on a target in an industry which complements our management team’s,

board’s and Sponsor’s expertise and which will benefit from our strategic and operational value add.

We believe the

diverse experience and extensive relationship network of our management team, board and Sponsor will drive particularly attractive

investment opportunities in certain high growth sectors including media, online gaming/sports betting, fintech/payments, healthcare,

business services and disruptive consumer, food and beverage.

We intend to effectuate our initial business combination using cash

from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our

shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we

may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued

to bank or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additional shares in connection

with our initial business combination to the owners of the target or other investors:

significantly dilute the equity interest of investors in this offering, which dilution

would increase if the anti-dilution provisions in the Class B common stock resulted in

the issuance of Class A common stock on a greater than one-to-one basis upon conversion

of the Class B common stock;

subordinate the rights of holders of Class A common stock if shares of preferred stock

are issued with rights senior to those afforded our Class A common stock;

cause a change in control if a substantial number of shares of our Class A common stock

are issued, which may affect, among other things, our ability to use our net operating

loss carry forwards, if any, and could result in the resignation or removal of our present

officers and directors;

have the effect of delaying or preventing a change of control of us by diluting the share

ownership or voting rights of a person seeking to obtain control of us;

adversely affect prevailing market prices for our Class A common stock and/or warrants.

if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result

and foreclosure on our assets if our operating revenues after an initial business combination

are insufficient to repay our debt obligations;

● acceleration

of our obligations to repay the indebtedness even if we make all principal and interest

payments when due if we breach certain covenants that require the maintenance of certain

financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt is payable

inability to obtain necessary additional financing if the debt contains covenants restricting

our ability to obtain such financing while the debt is outstanding;

inability to pay dividends on our Class A common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which

will reduce the funds available for dividends on our Class A common stock if declared,

expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations

on our flexibility in planning for and reacting to changes in our business and in the

industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, execution of our strategy and other purposes and other disadvantages

compared to our competitors who have less debt.

indicated in the accompanying unaudited condensed financial statements, at September 30, 2020, we had deferred offering costs

Further, we expect to incur significant costs in the pursuit of our initial business combination.

We cannot assure

you that our plans to raise capital or to complete our initial business combination will be successful.

of Operations

We have neither engaged in any operations

nor generated any revenues to date.

Our only activities for the period from August 26, 2020 (inception) through September 30,

2020 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our

Initial Public Offering, identifying a target company for a business combination.

We do not expect to generate any operating revenues

until after the completion of our initial business combination.

We expect to generate non-operating income in the form of interest

income on cash and cash equivalents held after the Initial Public Offering.

We incur expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

the period from August 26, 2020 (inception) through September 30, 2020, we had a net loss of $2,568, which resulted entirely from

formation costs.

and Capital Resources

the period from August 26, 2020 (inception) through September 30, 2020, net cash used in operating activities was $2,568, which

was due to our net loss.

Net cash provided by financing activities

for the period from August 26, 2020 (inception) through September 30, 2020 of $148,365 was comprised of $300,000 in proceeds from

the issuance of related party promissory notes and $25,000 in proceeds for the issuance of the founder shares to our Sponsor,

offset by the payment of $176,635 for deferred offering costs.

of September 30, 2020, we had $145,797 in our operating bank account.

On October 30, 2020, Atlas Crest Investment

consummated its initial public offering of 50,000,000 units.

Each Unit consists of one share of Class A common stock of

the Company, par value $0.0001 per share (the “Public Shares”) and one-third of one redeemable warrant of the Company,

with each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.

were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $500,000,000.

The Company granted the underwriters

a 45-day option to purchase up to 7,500,000 additional Units solely to cover over-allotments, if any.

Simultaneously with the consummation of

the Initial Public Offering, the Company completed the private sale of 8,000,000 warrants to Atlas Crest Investment LLC at a purchase

price of $1.50 per warrant (the “Private Placement Warrants”), generating gross proceeds to the Company of $12,000,000.

The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held

in a trust account (the “Trust Account”).

If the Company does not complete its initial business combination within

24 months from the closing of the Initial Public Offering, the proceeds from the sale of the Private Placement Warrants will be

used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants

will expire worthless.

We intend to use substantially all of the

funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our initial

business combination.

We may withdraw interest to pay our taxes.

We estimate our annual franchise tax obligations, based on the

number of shares of our common stock authorized and outstanding after the completion of this offering, to be $200,000, which is

the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from

this offering held outside of the trust account or from interest earned on the funds held in the trust account and released to

us for this purpose.

Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts

held in the trust account.

We expect the interest earned on the amount in the trust account will be sufficient to pay our income

To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination,

the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business

or businesses, make other acquisitions and pursue our growth strategies.

to the completion of our initial business combination, we will have available to us the approximately $800,000 of proceeds held

outside the trust account.

We will use these funds to primarily identify and evaluate target businesses, perform business due

diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target

businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses,

and structure, negotiate and complete a business combination.

We do not believe we will need to raise

additional funds following the initial public offering in order to meet the expenditures required for operating our business prior

to our initial business combination.

However, if our estimates of the costs of identifying a target business, undertaking in-depth

due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have

insufficient funds available to operate our business prior to our initial business combination.

In order to fund working capital

deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate

of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest

If we complete our initial business combination, we would repay such loaned amounts.

In the event that our initial business

combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts

but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into

warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender.

The warrants would

be identical to the private placement warrants.

The terms of such loans, if any, have not been determined and no written agreements

exist with respect to such loans.

Prior to the completion of our initial business combination, we do not expect to seek loans

from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan

such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

We expect our primary liquidity requirements

during that period to include approximately $200,000 for legal, accounting, due diligence, travel and other expenses associated

with structuring, negotiating and documenting successful business combinations;

$175,000 for legal and accounting fees related

to regulatory reporting requirements;

$50,000 for consulting, travel and miscellaneous expenses incurred during the search for

a business combination target;

and approximately $135,000 for general working capital that will be used for miscellaneous expenses

and reserves.

We are also paying our Sponsor $10,000 per month for office space, secretarial and administrative services provided

to members of our management team subsequent to the closing of the Initial Public Offering.

amounts are estimates and may differ materially from our actual expenses.

In addition, we could use a portion of the funds not

being placed in trust to pay commitment fees for financing and fees to consultants to assist us with our search for a target business,

although we do not have any current intention to do so.

Our use of such funds could result in our not having sufficient funds

to continue searching for, or conducting due diligence with respect to, prospective target businesses.

Moreover, we may need to obtain additional

financing to complete our initial business combination, either because the transaction requires more cash than is available from

the proceeds held in our trust account or because we become obligated to redeem a significant number of our Public Shares upon

completion of the business combination, in which case we may issue additional securities or incur debt in connection with such

business combination.

In addition, we intend to target businesses with enterprise values that are greater than we could acquire

with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the

purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public

stockholders, we may be required to seek additional financing to complete such proposed initial business combination.

obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs

in connection with our search for and completion of our initial business combination.

There is no limitation on our ability to

raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection

with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into

following consummation of this offering.

Subject to compliance with applicable securities laws, we would only complete such financing

simultaneously with the completion of our initial business combination.

If we are unable to complete our initial business combination

because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing

in order to meet our obligations.

Sheet Arrangements

did not have any off-balance sheet arrangements as of September 30, 2020.

Note - Related Party

On September 11, 2020, the Company issued an unsecured promissory

note to the Sponsor (the “Promissory Note”), pursuant to which the Company received proceeds of $300,000 to cover expenses

related to the Initial Public Offering.

The Promissory Note was non-interest bearing and was payable on the earlier of March 31,

2021 or the completion of the Initial Public Offering.

The outstanding balance under the Promissory Note of $300,000 was repaid

at the closing of the Initial Public Offering on October 30, 2020.

The Company granted the underwriter a 45-day

option to purchase up to 7,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting

discounts and commissions.

The underwriter was paid a cash underwriting

discount of $0.20 per Unit, or $10,000,000 in the aggregate, upon the closing of the Initial Public Offering.

Combination Marketing Agreement

The Company engaged the representative

of the underwriters and Moelis & Company LLC, an affiliate of the Sponsor, in connection with a Business Combination to assist

the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’

attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection

with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the

Company with its press releases and public filings in connection with the Business Combination.

The Company will pay the representative

of the underwriters and Moelis & Company LLC a cash fee for such services upon the consummation of the Business Combination

of 2.25% ($11,250,000 (or up to $12,937,500 if the underwriters’

over-allotment is exercised in full)) and 1.25% ($6,250,000

(or up to $7,187,500 if the underwriters’

over-allotment is exercised in full)), respectively, or 3.5% ($17,500,000 (or

up to $20,125,000 if the underwriters’

over-allotment is exercised in full)), in the aggregate, of the gross proceeds of

the offering including the gross proceeds from the full or partial exercise of the underwriters’

over-allotment option.

A portion of such fee may be re-allocated or paid to members of FINRA that assist the Company in consummating its Business Combination.

Accounting Policies

preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses

during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical

accounting policies :

Loss Per Common Share

loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during

the period, excluding shares of common stock subject to forfeiture.

Weighted average shares were reduced for the effect of an

aggregate of 1,875,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised

by the underwriter.

At September 30, 2020, the Company did not have any dilutive securities and other contracts that could,

potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted loss

per share is the same as basic loss per share for the period presented.

Accounting Standards

Management does not believe that any recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial

Quantitative and Qualitative Disclosures About Market Risk

of September 30, 2020, we were not subject to any market or interest rate risk.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2021

The Company determined the Class A common stock subject to redemption to be equal to the redemption value of approximately $ 10 per share of Series A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $ 5,000,001 .

In conjunction with the PIPE Financing and associated Subscription Agreements that will close substantially concurrent with an initial business combination, which would result in an additional $ 600,000,000 in net tangible assets.

Upon considering the impact of the PIPE Financing and associated Subscription Agreements, it was concluded that the redemption value would include all shares of Series A common stock resulting in the common stock subject to possible redemption being equal to $ 500,157,359 .

This resulted in a measurement adjustment to the initial carrying value of the Class A common stock subject to redemption with the offset recorded to additional paid-in capital and accumulated deficit.

Class B common stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $ 0.0001 par value common stock.

Holders of the Company’s common stock are entitled to one vote for each share.

At March 31, 2021 and December 31, 2020, there were 12,500,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustment.

In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 % of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2021

FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2021

Investments held in Trust Account:

Money Market investments

Warrant liability – Public Warrants

Warrant liability – Private Placement Warrants

December 31, 2020

Investments held in Trust Account:

Money Market investments

Warrant liability – Public Warrants

Warrant liability – Private Placement Warrants

The Company utilized a Monte Carlo simulation model for the initial valuation the Public Warrants.

The subsequent measurement of the Public Warrants as of March 31, 2021 and December 31, 2020 is classified as Level1 due to the use of an observable market quote in an active market under the ticker ACIC WS.

The quoted prices of the Public Warrants were $ 1.80 and $ 1.90 per warrant as of March 31, 2021 and December 31, 2020, respectively.

The Company utilizes a Modified Black Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations.

The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs.

Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.

The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2020 when the Public Warrants were separately listed and traded There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2021.

ATLAS CREST INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2021

The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants:

March 31, 2021

December 31, 2020

Probability of completing a Business Combination

Dividend yield

Term (in years)

Risk-free rate

Fair value of warrants

The following table presents the changes in the fair value of warrant liabilities:

Fair value as of December 31, 2020

Change in valuation inputs or other assumptions

( 1,666,669 )

( 2,226,669 )

Fair value as of March 31, 2021

The Company recognized gains in connection with changes in the fair value of warrant liabilities of $ 2,226,669 within change in fair value of warrant liabilities in the Statement of Operations during the year ended March 31, 2021.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements