UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A (Amendment No. 1)
(Mark One)
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-39668
ATLAS CREST INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware
85-2730902
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
399 Park Avenue
New York , New York 10022
(Address of principal executive offices and zip code)
( 212 ) 883-3800
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
ACIC.U
The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share
ACIC
The New York Stock Exchange
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
ACIC WS
The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of August 12, 2021, there were 50,000,000 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding, and 12,500,000 shares of the registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Atlas Crest Investment Corp. (the “Company”) 10-Q Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the “Original Form 10-Q”), as filed with the Securities and Exchange Commission on August 16, 2021, is to correct a typographical error in a statement made in “Part 1: Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operation –Overview – Proposed Business Combination” regarding the tentative trial date for the litigation between Wisk Aero LLC (“Wisk”) and Archer Aviation Inc. (“Archer”). The sentence in the Original Form 10-Q stated that the trial was tentatively set for November 28, 2021. The correct tentative trial date is November 28, 2022. No other items of the Original Form 10-Q are being amended. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Original Form 10-Q or modify or update in any way disclosures made in the Original Form 10-Q other than the tentative trial date set forth above.
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Amendment No. 1 to the Quarterly Report on Form 10-Q.
Exhibit No.
Description
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
XBRL Instance Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith.
** Furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Atlas Crest Investment Corp.
Date: August 17, 2021
By:
/s/ Michael Spellacy
Name:
Michael Spellacy
Title:
Chief Executive Officer
Atlas Crest Investment Corp.
Date: August 17, 2021
By:
/s/ Christopher Callesano
Name:
Christopher Callesano
Title:
Chief Financial Officer
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.