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Item 9A. Controls and Procedures

2022-03-14 compared with 2021-03-08 · 215 added, 1775 removed, 17 unchanged (99% of the section changed)

Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the

objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,

is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management,

including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required

Our management evaluated, with the participation of our current chief executive officer and chief financial officer

(our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2020, pursuant

to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December

31, 2020, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures

will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated,

can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must

be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation

of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances

of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions.

Management’s Report on Internal Controls Over Financial

This Annual Report on Form 10-K does not include a report of

management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered

public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our management, with the participation of our co-Chief Executive Officers and Chief Financial Officer, evaluated, as of the end of the period covered by this Annual Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 of the Exchange Act.

Based on this evaluation and as a result of the material weaknesses described below, our co-Chief Executive Officers and Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective at the reasonable assurance level.

However, after giving full consideration to these material weaknesses, and the additional analyses and other procedures that we performed to ensure that our consolidated financial statements included in this Annual Report were prepared in accordance with U.S.

GAAP, our management has concluded that our consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.

In connection with the preparation and audit of our financial statements, we identified certain control deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses.

The material weaknesses are:

▪ We did not design and maintain an effective control environment commensurate with our financial reporting requirements.

We lack a sufficient number of trained professionals with (i) an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls.

Additionally, the limited personnel also resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions.

The material weakness in the control environment contributed to the following additional material weaknesses:

▪ We did not design and maintain an effective risk assessment process at a precise enough level to identify new and evolving risks of material misstatement in our financial statements.

Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting.

▪ We did not design and maintain formal accounting policies, procedures, and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the preparation and review of business performance reviews, account reconciliations, and journal entries.

▪ We did not design and maintain effective controls over IT general controls for information systems that are relevant to the preparation of our financial statements.

Specifically, we did not design and maintain:

• user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel;

• program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately;

• computer operations controls to ensure that data backups are authorized and monitored.

These material weaknesses resulted in immaterial audit adjustments to the research and development expense and property and equipment line items in our financial statements and related disclosures for the years ended December 31, 2020 and 2019, the general and administrative expense line item and within current liabilities in our consolidated financial statements and related disclosures for the year ended December 31, 2021, and a revision to our consolidated condensed financial statements for the period ended March 31, 2021 to reclassify certain costs within operating expenses from research and development expense to other warrant expense.

Additionally, each of these material weaknesses could result in a misstatement of substantially all of our accounts or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

Remediation Measures

We are taking the necessary steps to remediate the material weaknesses to comply with Section 404(a) of Sarbanes-Oxley Act.

Management, with the participation of the Audit Committee and the Board of Directors, is engaged in remedial activities to address the material weaknesses described above.

Those remediation measures are ongoing and include the following:

▪ We have prepared a remediation plan for each of the material weaknesses and intend to train process owners, develop new controls, enhance existing controls, evaluate process adoption, and monitor results;

▪ We have recently hired and plan to continue to hire in 2022, additional accounting, human resources and payroll, and IT personnel to bolster our accounting and IT capabilities and capacity, and to establish and maintain our internal controls;

▪ We designed and continue to implement controls to formalize roles and review responsibilities that align with our team’s skills and experience and designing and implementing formal controls over segregation of duties;

▪ We have engaged third-party professionals to assist management in designing and implementing a formal risk assessment process to identify and evaluate changes in our business and the impact on our internal controls;

▪ We are implementing formal processes, policies, and procedures supporting our financial close process, including establishing and reviewing thresholds for business performance reviews, formalizing procedures over the review of financial statements, and creation of standard balance sheet reconciliation templates and journal entry controls;

▪ We continue to design and implement IT general controls, including controls over the review and updating of user access rights and privileges and implementing more robust IT policies and procedures over change management, data backup authorization, and computer operations.

We believe we are making progress toward achieving the effectiveness of our internal control over financial reporting and disclosure controls and procedures.

The actions that we are taking are subject to ongoing senior management review, as well as Audit Committee oversight.

We will not be able to conclude whether the steps we are taking will fully remediate these material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness.

We may also conclude that additional measures may be required to remediate the material weaknesses in our internal control over financial reporting, which may necessitate additional implementation and evaluation time.

We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weaknesses expeditiously.

Management’s Report on Internal Control over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as allowed by the SEC for reverse acquisitions between an issuer and a private operating company when it is not possible to conduct an assessment of the private operating company’s internal control over financial reporting in the period between the consummation date of the reverse acquisition and the date of management’s assessment of internal control over financial reporting (pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations).

As discussed elsewhere in this report, we completed a business combination of Archer Aviation, Inc., Atlas, and Artemis Acquisition Sub Inc.

on September 16, 2021, pursuant to which was effected by the merger of Archer Aviation, Inc.

and Artemis Acquisition Sub, Inc.

Prior to the merger, we were a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the merger were insignificant compared to those of the consolidated entity post-merger.

The design of our internal control over financial reporting following the merger has required and will continue to require significant time and resources from management and other personnel.

If management were to conduct an assessment regarding our internal control over financial reporting, however, its scope would include the criteria set forth by the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial

reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting.

Except as otherwise described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Directors, Executive Officers

and Corporate Governance.

As of the date of this Report, our directors

and officers are as set forth in the table below.

There are no family relationships between any of our directors or senior management.

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person

referred to above was selected as a director or member of senior management.

The Company is not aware of any agreements or arrangements

between any director and any person or entity other than the Company relating to the compensation or other payments in connection

with such director’s candidacy or service as a director of the Company.

Kenneth Moelis

Michael Spellacy

Chief Executive Officer and Director

Taylor Rettig

Chief Operating Officer and Head of Corporate Development

Christopher Callesano

Chief Financial Officer

Eileen Murray

Emanuel Pearlman

Moelis has served as the Chairman of our Board of Directors since inception and was our interim Chief Executive

Officer from inception to the date of appointment of Mr.

Spellacy as Chief Executive Officer.

Moelis is also the non-executive Chairman of the Board of each of Atlas Crest Investment Corp.

II, Atlas Crest Investment Corp.

Atlas Crest Investment Corp.

IV and Atlas Crest Investment Corp.

V, each a blank check company whose respective sponsor is an affiliate

Moelis is Chairman of the Board

of Directors and has served as Chief Executive Officer of Moelis since 2007.

Moelis has almost 40 years of investment banking

and mergers and acquisitions experience.

Prior to founding our Company, Mr.

Moelis founded Moelis, a global independent investment

bank, and its affiliate, Moelis Asset Management LP, an alternative asset management firm with approximately $6 billion of assets

under management across private equity, direct lending, credit funds, and structured products.

Since its inception, Moelis has

advised on approximately $3.5 trillion of transactions including mergers and acquisitions, restructurings and recapitalizations.

Moelis led Moelis’ initial public offering in 2014 while being named EuroMoney’s Banker of the Year.

IPO, Moelis has organically grown revenues by over 80% and has generated a total shareholder return of over 125%, including quarterly

and special dividends.

Prior to founding Moelis, Mr.

Moelis worked

at UBS from 2001 to 2007, where he was most recently President of UBS Investment Bank and previously Joint Global Head of Investment

Before joining UBS, Mr.

Moelis was Head of Corporate Finance at Donaldson, Lufkin & Jenrette, where he worked from

1990 through 2000.

Moelis began his career as an investment banker with Drexel Burnham Lambert in 1981.

Moelis serves

on the University of Pennsylvania Board of Trustees, the Wharton Board of Overseers, the Ronald Reagan UCLA Medical Center Board

of Advisors and was formerly Chair and Director on the Tourette Association of America Board.

Moelis holds a B.S.

and an M.B.A.

from the Wharton School at the University of Pennsylvania.

Spellacy was appointed our Chief Executive Officer on October 2, 2020 and a director on October 14, 2020.

Spellacy is also the Chief Executive Officer and a director

of Atlas Crest Investment Corp.

II, Atlas Crest Investment

III, Atlas Crest Investment Corp.

IV and Atlas Crest Investment Corp.

has extensive experience in technology, data and analytics, capital markets and private equity and has worked as an investor,

investment banker and consultant.

Most recently, Mr.

Spellacy was a Senior Managing Director at Accenture plc and Global Industry

Leader of Accenture Capital Markets while overseeing Accenture’s Asset Management, Wealth Management and Investment and

Trading businesses.

Accenture plc is a multinational Fortune Global 500 professional services firm with 2020 revenues of over

Spellacy began his role at Accenture in 2017.

Prior to Accenture, Mr.

Spellacy was a Senior Partner, Asset and Wealth Management, at PricewaterhouseCoopers from 2015 to 2017

and prior to that role, Mr.

Spellacy was a Partner at Broadhaven Capital, an industry leading independent investment bank and

private equity investor servicing the financial services and technology sectors from 2013 to 2015.

Prior to Broadhaven, Mr.

was a Senior Executive, Management Committee Advisor at Bridgewater Associates, a widely recognized asset manager from 2009 to

Spellacy led Bridgewater’s $130 billion assets under management transformation program.

Prior to Bridgewater,

Spellacy was a Partner and Managing Director at the Boston Consulting Group from 2003 to 2009 where he helped guide the firm’s

global Alternative Investments Practice providing strategic business advisory services to global asset managers, sovereign wealth

funds and asset owners.

He received his B.S.

in Economics from the London School of Economics and MBA from the University of Hartford.

Rettig was appointed our Chief Operating Officer and Head of Corporate Development on October 14, 2020.

most recently served as the Chief Executive Officer of Draper James, a lifestyle brand founded by Reese Witherspoon, from 2017

While at Draper James, Mr.

Rettig was also a Partner at JH Partners, a San Francisco based investment firm, a role he

served in since 2014, and previously held a number of increasingly senior roles at JH Partners during his initial tenure with

the firm from 2007 to 2013.

From 2013 to 2014, Mr.

Rettig served as the Chief Strategy Officer of Alex and Ani, a rapidly growing

trend jewelry business into which Mr.

Rettig had previously led a growth equity investment on behalf of JH Partners.

began his career as an investment banker with Morgan Joseph & Co.

Rettig is an active member of Young Presidents’

Organization (“YPO”) and received his A.B.

in Politics from Princeton University.

Callesano has served as our Chief Financial Officer since inception.

Callesano is also the Chief Financial Officer of Atlas Crest Investment Corp.

II, Atlas Crest Investment Corp.

III, Atlas Crest Investment Corp.

IV and Atlas Crest Investment Corp.

Callesano is currently a Managing

Director of Moelis and has served as its Principal Accounting Officer since 2016 and its Corporate Controller since 2010.

From 2008 to 2010, Mr.

Callesano was Senior Managing Director of Financial Reporting and Accounting Policy at NASDAQ OMX

where he was responsible for preparing the financial statements filed with the SEC.

Previously, Mr.

Callesano worked at

Merrill Lynch from 2004 to 2008, most recently as Director of Corporate Reporting.

Prior to joining Merrill Lynch, Mr.

Callesano held various other accounting positions, including as an auditor with Ernst & Young.

Callesano holds a B.S.

in Accounting from Penn State University and an M.B.A.

in Finance from the Stern School of Business at New York University.

He is a Certified Public Accountant licensed in New York State.

Fox, a Director, was most recently a senior partner at Kirkland & Ellis LLP from 2009 to 2019 and served

as a member of its Global Executive Management Committee.

Prior to joining Kirkland, Mr.

Fox worked at Skadden, Arps, Slate,

Meagher & Flom LLP from 1983 to 2009, where he was most recently a partner and a member of its top governing committee.

Fox is a director of Atrium European Real Estate Limited, Gamida Cell Ltd., Israel Discount Bank of New York, MediWound

and Atlas Crest Investment Corp.

Fox is also a member of the board of directors at the Park Avenue Armory and a

member of the advisory board of New Alternatives for Children, In addition, Mr.

Fox is on the board of governors and an honorary fellow of the Hebrew

University, Jerusalem, where he received his LLB.

We believe Mr.

Fox’s extensive transactional and management

experience make him well qualified to serve on our board of directors.

Murray , a Director, most recently served as Co-Chief Executive Officer of Bridgewater Associates

from 2011 to 2020.

Prior to joining Bridgewater in 2009, Ms.

Murray served as CEO for Investment Risk Management LLC in 2009 and

previously served as President and Co-CEO of Duff Capital Advisors from 2008 to 2009.

Murray began her professional career

in 1984 at Morgan Stanley, where she held several senior positions including Controller, Treasurer, and Global Head of Technology

and Operations, as well as Chief Operating Officer for the firm’s Institutional Securities Group.

From 2002 to 2005, Ms.

Murray was Head of Global Technology, Operations and Product Control at Credit Suisse and served on the firm’s management

and executive board.

Murray currently serves as the Chair of the Financial Industry Regulatory Authority (“FINRA”),

a self-regulating organization for US financial securities firms.

She is a non-executive Director of HSBC Holdings and serves

on the Audit Committee, Group Risk Committee and Nomination & Corporate Governance Committee.

She is also a non-executive

Director at Compass (real estate) and of Guardian Life Insurance Company of America.

She holds an honorary doctoral degree from

Manhattan College, where she graduated with a B.S.

in Accounting.

We believe Ms.

Murray’s extensive corporate strategy and

management experience make her well qualified to serve on our board of directors.

Lemkin , a Director, is a Partner and Chief Investment

Officer of Canyon Partners, LLC.

Lemkin is also a director of Atlas Crest Investment Corp.

primary focus is on the cable, media, telecom, satellite, real estate, gaming and packaging sectors in the U.S.

Lemkin also oversees Canyon’s European investment effort and the firm’s London office.

Prior to joining

Canyon in 2003, Mr.

Lemkin was with Scoggin Capital Management in New York, where he focused on analyzing securities of

distressed and bankrupt companies.

Lemkin was also an Investment Banker in the Healthcare Group of Bank of America

Securities and the Mergers & Acquisitions Group of Lehman Brothers.

Lemkin is a graduate of the University of

California, Berkeley.

We believe Mr.

Lemkin’s years of experience investing across a broad range of sectors, his

international perspectives and financial structuring expertise make him well qualified to serve on our board of

Pearlman, a Director, currently serves as Chairman and Chief Executive Officer of Liberation Investment Group,

a New York based investment management and financial consulting firm, which he founded in 2003.

Pearlman was appointed to the board of Atlas Crest Investment Corp.

II in February 2021, where he serves as the Chairman of

the Audit Committee and a member of the Compensation Committee and the Nominating and Corporate Governance

He was appointed to the board of AMI 1 LLC, the owner of Associated Materials, Inc., in September 2020.

Pearlman has been a member of the Board of Directors of Network-1 Technologies, Inc.

since 2012, where he serves as Chairman

of the Audit Committee and a member of the Nominating and Corporate Governance Committee.

Pearlman previously served as a

director of Empire Resorts from 2010 to 2019 including as Executive Chairman of the Board from 2016 to 2019 and Non-Executive

Chairman of the Board from 2010 to 2016.

Pearlman was a member of the Board of Directors of CEVA Logistics AG from May

2018 to October 2019 and served on its Audit Committee from May 2018 to October 2019 and its Nomination and Governance

Committee from May 2018 to May 2019.

From 2013 through 2018, he served on the Board of Directors of CEVA Holdings, LLC.

2018 through 2019, Mr.

Pearlman served on the Board of Managers and as President of each of SRC O.P.

LLC, SRC Facilities LLC

and SRC Real Estate (TX) LLC, which are special purpose bankruptcy remote limited liability companies with ownership of

approximately 100 real estate properties of Sears.

From May 2017 through September 2017, Mr.

Pearlman served on the Board of

Directors of ClubCorp Holdings where he served on the Strategic Review Committee, and from 2009 to 2014, he served as the

sole independent director of the Fontainebleau Miami JV LLC, which owned and operated the Fontainebleau Hotel in Miami Beach.

Pearlman served as a member of the Board of Directors of Dune Energy from 2012 to 2013 and Jameson Inns, Inc.

January 2012 to December 2012.

He also served as a director of Multimedia Games, Inc.

from 2006 to 2010.

Pearlman is a

director nominee to the boards of Atlas Crest Investment Corp.

III, Atlas Crest Investment Corp.

Crest Investment Corp.

V and expects to serve as the Chairman of the Audit Committee and to be a member of

the Compensation Committee and the Nominating and Corporate Governance Committee for each of these boards.

holds an MBA from Harvard Business School and a B.A.

in Economics from Duke University.

We believe Mr.

Pearlman’s broad

investing background and extensive board experience make him well qualified to serve on our board of directors.

We currently have 3 executive officers.

These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of

their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time

they will devote in any time period will vary based on whether a target business has been selected for our initial business combination

and the stage of the business combination process we are in.

We do not intend to have any full time employees prior to the completion

of our initial business combination.

Committees of the Board of Directors

Our board of directors have three standing

an audit committee, a compensation committee and a nominating and corporate governance committee.

Subject to phase-in

rules and a limited exception, the NYSE rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed

company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the NYSE rules require

that the compensation committee and nominating and corporate governance committee of a listed company be comprised solely of independent

Audit Committee

Lemkin and Mr.

Pearlman serve as members of our audit committee, and Mr.

Pearlman is the chair the audit committee.

All members of our audit

committee are independent of and unaffiliated with our sponsor and our underwriters.

Each member of the audit committee is

financially literate and our board of directors has determined that each of Mr.

Pearlman and Ms.

Murray qualifies as an “audit

committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

Our audit committee charter details the

principal functions of the audit committee, including:

board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3)

our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal

audit function and independent registered public accounting firm;

the appointment, compensation, retention, replacement, and oversight

of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

• pre-approving

all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged

by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public

accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report,

at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting

firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control

review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within

the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such

to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent

auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition

and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item

404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise

material issues regarding our financial statements or accounting policies and any significant changes in accounting standards

or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Lemkin and Mr.

Pearlman serve as members of our compensation committee.

Murray is the chair of the compensation committee.

Our compensation committee charter details

the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation

evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving

the remuneration (if any) of our Chief Executive Officer based on such evaluation;

and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity

based plans that are subject to board approval of all of our other officers;

our executive compensation policies and plans;

• implementing and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated

above, other than the payment to our sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial

and administrative support and reimbursement of expenses and the potential payment of the Marketing Fee to the representative

of the underwriter and Moelis & Company LLC and advisory fees to Moelis or another affiliate of the sponsor for financial

advisory services provided in connection with an initial business combination, no compensation of any kind, including finders,

consulting or other similar fees, will be paid by us to any of our existing stockholders, officers, directors or any of their

respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee

will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with

such initial business combination.

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or

other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the

compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the

Nominating and Corporate Governance

Lemkin and Mr.

Pearlman serve as members of our nominating and corporate governance committee.

Fox is the chair the nominating and corporate

governance committee.

The primary purposes of our nominating

and corporate governance committee will be to assist the board in:

• identifying,

screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for

nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

• coordinating

and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the

governance of the Company;

• reviewing on a regular basis our corporate governance and recommending improvements as and when necessary.

nominating and corporate governance committee is governed by a charter that complies with the rules of the NYSE.

Guidelines for Selecting Director Nominees

Our nominating and corporate governance

committee will recommend to the board of directors candidates for nomination for election at the annual meeting of stockholders.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and

evaluating nominees for director, the board of directors considers educational background, diversity of professional experience,

knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests

of our stockholders.

Section 16(a) Beneficial Ownership

Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more

than ten percent of our Class A ordinary shares to file reports of ownership and changes in ownership with the SEC.

These reporting persons

are also required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of such forms, we believe

that during the year ended December 31, 2020 there were no delinquent filers.

Code of Business Conduct and Ethics

We have adopted a code of ethics applicable

to our directors, officers and employees (our “Code of Ethics”).

A copy of the Code of Ethics will be provided without

charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in

a Current Report on Form 8-K.

Limitation on Liability and Indemnification

of Officers and Directors

Our amended and restated certificate of

incorporation provides that our officers and directors are indemnified by us to the fullest extent authorized by Delaware law,

as it now exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation provides

that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary

duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally

violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper

personal benefit from their actions as directors.

We have entered into agreements with our

officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and

restated certificate of incorporation.

Our bylaws also permit us to secure insurance on behalf of any officer, director or employee

for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against

the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify

our officers and directors.

Except with respect to any public shares they may acquire in the Initial Public Offering or thereafter

(in the event we do not consummate an initial business combination), our officers and directors have agreed to waive (and any

other persons who may become an officer or director prior to the initial business combination will also be required to waive)

any right, title, interest or claim of any kind in or to any monies in the trust account, and not to seek recourse against the

trust account for any reason whatsoever, including with respect to such indemnification.

These provisions may discourage stockholders

from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect of

reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might

otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent

we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the

directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented

and experienced officers and directors.

Conflicts of Interest

In general, officers and directors of

a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation

the corporation could financially undertake the opportunity

the opportunity is within the corporation’s line of business;

it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the

All of our officers and directors have fiduciary and contractual duties to the AC SPACs.

If our Business Combination does not consummate

and we are pursuing other suitable initial business combination counterparties, any of the AC SPACs may compete with us for business combination

opportunities.

If any of the AC SPACs decides to pursue any such opportunity, we may be precluded from pursuing such opportunities.

to his or her fiduciary duties under Delaware law, which are limited by our renunciation of our interest in any corporate opportunity

as described below, none of the members of our management team who are also employed by, or directors of, our sponsor or its affiliates

have any obligation to present us with any opportunity for a potential business combination of which they become aware.

Our sponsor and

directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies,

including in connection with their initial business combinations, prior to us completing our initial business combination.

Our management

team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose

to present potential business combinations to the related entities described above, current or future entities affiliated with or managed

by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties which

are limited by our renunciation of our interest in any corporate opportunity as described herein.

Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary, contractual or other obligations

to other entities including, without limitation, the AC SPACs, or to clients of Moelis, or other affiliates of our sponsor pursuant to

which such officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers

or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary,

contractual or other obligations, including the AC SPACs, he or she will honor his or her fiduciary, contractual or other obligations

to present such opportunity to such entity and only present it to us if such entity rejects the opportunity and he or she determines to

present the opportunity to us (including as described above).

These conflicts may not be resolved in our favor and a potential target

business may be presented to another entity prior to its presentation to us.

For example, a business combination opportunity may be suitable

for one or more of the AC SPACs and us and our officers and directors may choose to direct such opportunity to one or more of the AC SPACs

before presenting to our company, meaning we could find less suitable acquisition opportunities and could limit our ability to find a

business combination that we find attractive.

However, we do not believe that the fiduciary duties or contractual obligations of our officers

or directors will materially affect our ability to complete an initial business combination.

Moelis is a member and affiliate of our

Moelis has an economic interest in approximately 7% of our Class B Common Stock and approximately 600,000 warrants.

is a leading independent investment banking and advisory firm which provides advice on mergers and acquisitions, financial restructurings,

valuation and capital structure to companies, institutions and governments.

Moelis is continuously made aware of potential business

opportunities, one or more of which we may desire to pursue for an initial business combination.

While Moelis may become aware

of a potential transaction that is an attractive opportunity for us, Moelis will not have any duty or other obligation to offer

acquisition opportunities to us.

In addition, our officers and directors may have a duty to offer acquisition opportunities to

clients of Moelis, or our other affiliates or other entities to which they owe duties.

As a result, our affiliates and their respective

clients may compete with us for acquisition opportunities in the same industries and sectors as we may target for our initial business

If any of them decide to pursue any such opportunity, we may be precluded from procuring such opportunities.

Conflicts may arise from Moelis’

affiliation with us, its provision of services both to us and to third-party clients, as well as from actions undertaken by Moelis

for its own account.

Moelis is often engaged as a financial advisor, or placement agent, to corporations and other entities and

their directors and managers in connection with the sale of those entities, their assets or their subsidiaries.

Clients generally

require Moelis to act exclusively on their behalf and as a result and/or for other reasons, we may be precluded from attempting

to acquire securities of the business being sold or otherwise participating as a buyer in the transaction.

Alternatively, Moelis,

or another affiliate of our sponsor, may be a financial advisor to a target business that we pursue a business combination with

and Moelis, or another affiliate of our sponsor, may receive fees from the target business in connection with a business combination.

Moelis also represents potential buyer’s businesses and may be incentivized or obligated to direct an opportunity to one

of these buyers in lieu of us, thereby eliminating or reducing the investment opportunity available to us.

In the event we seek to complete our initial

business combination with a company that is affiliated with, or which there is a fiduciary, contractual or other obligation by,

our sponsor, officers or directors, we, or a committee of independent directors, may obtain an opinion from an independent investment

banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that

the consideration to be paid by us in initial business combination is fair to our company from a financial point of view.

entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional

proceeds to complete the acquisition by making a specified future issuance to any such entity.

Our executive officers are not required

to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management

time among various business activities.

However, we do not expect either potential conflicts of interest or the time taken by our

management team’s other duties to present a significant constraint in our ability to identify, diligence and execute potential

business combinations.

Our officers and directors, Moelis or its

affiliates may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking

an initial business combination.

Any such companies may present additional conflicts of interest in pursuing an acquisition target,

particularly in the event there is overlap among investment mandates and the director and officer teams.

However, we do not expect

that any such other blank check company would materially affect our ability to complete our initial business combination.

Our amended and restated certificate of

incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such

opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such

opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue,

and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect

our ability to complete our initial business combination.

Below is a table summarizing the entities

to which our executive officers and directors currently have fiduciary duties, contractual or other obligations:

Investment Banking Firm

Chief Executive Officer and Chairman, controls approximately 45% of

the outstanding voting interests in Moelis & Company as of February 23, 2021

Asset Management LP

and Investment Management Firm

Committee Member, Managing Member of the General Partner of Moelis Asset Management LP

and Investment Management Firm

Investment Corp.

Special Purpose

Acquisition Company

the Board of Directors

Investment Corp.

Special Purpose

Acquisition Company

the Board of Directors

Investment Corp.

Special Purpose

Acquisition Company

the Board of Directors

Investment Corp.

Special Purpose

Acquisition Company

the Board of Directors

Michael Spellacy

Investment Corp.

Special Purpose

Acquisition Company

CEO and Director

Investment Corp.

Special Purpose

Acquisition Company

CEO and Director

Investment Corp.

Special Purpose

Acquisition Company

CEO and Director

Investment Corp.

Special Purpose

Acquisition Company

CEO and Director

Investment Banking Firm

Accounting Officer and Controller

Investment Corp.

Special Purpose

Acquisition Company

Accounting Officer and Controller

Investment Corp.

Special Purpose

Acquisition Company

Accounting Officer and Controller

Investment Corp.

Special Purpose

Acquisition Company

Accounting Officer and Controller

Investment Corp.

Special Purpose

Acquisition Company

Accounting Officer and Controller

European Real Estate Limited

Estate Company

Biopharmaceutical

Discount Bank of New York (IDB Bank)

Services Company

Biopharmaceutical

Investment Corp.

Special Purpose

Acquisition Company

Partners, LLC

Management Firm

Investment Officer

Investment Corp.

Special Purpose

Acquisition Company

Services Holding Company

Life Insurance Co of America

Compass Inc (Compass)

Estate Company

Industry Regulatory Authority (FINRA

Self-Regulatory

Organization of Financial Services Companies

Board of Governors

Investment Group LLC

Management and Financial Consulting Firm

and Chief Executive Officer

Technologies, Inc.

Property Company

Manufacturing

and Distribution Company

LSC Communications

Crest Investment Corp.

Special Purpose

Acquisition Company

Crest Investment Corp.

Special Purpose

Acquisition Companies

Director Nominee

Potential investors should also be aware

of the following other potential conflicts of interest:

• Our executive officers and directors are not required

to, and will not, commit any specified period of to our affairs, which may result in a conflict of interest in allocating their

time between our operations and our search for a business combination and their other businesses.

We do not intend to have any

full-time employees prior to the completion of our initial business combination.

Each of our executive officers is engaged in

several other business endeavors for which they may be entitled to substantial compensation, and our executive officers are not

obligated to contribute any specific number of hours per week to our affairs.

• In the course of their other business activities, our

officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to

us as well as the other entities or clients of the other entities with which they are affiliated.

Our management may have conflicts

of interest in determining to which entity a particular business opportunity should be presented.

• Our initial stockholders purchased founder shares private placement warrants.

stockholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with

respect to their founder shares and any public shares they hold in connection with the completion of our initial business

The other members of our management team have entered into agreements similar to the one entered into by our

initial stockholders with respect to any public shares acquired by them in or after the Initial Public Offering..

Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account

with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame

or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to

our amended and restated certificate of incorporation.

If we do not complete our initial business combination within the

prescribed time frame, the private placement warrants will expire worthless.

Furthermore, at the time of our Public Offering,

our initial stockholders agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of:

(i) one year after the completion of our initial business combination and (ii) the date following the completion of our

initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction

that results in all of our stockholders having the right to exchange their common stock for cash, securities or other

Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share

(as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares

will be released from the lockup.

Subject to certain limited exceptions, the private placement warrants are not be

transferable until 30 days following the completion of our initial business combination.

In connection with the Business

Combination, the lock-up described above was decreased to six months.

Because each of our executive officers and directors

own common stock or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular

target business is an appropriate business with which to effectuate our initial business combination.

• Our officers and directors, Moelis or its affiliates may sponsor, form or participate in

other blank check companies similar to ours, including without limitation the AC SPACs, during the period in which we are

seeking an initial business combination.

• The Company entered into an agreement, commencing on the effective date of the Public Offering, to pay the Sponsor a total of $10,000

per month for office space, secretarial and administrative support.

• Our officers and directors may have a conflict of interest

with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors

was included by a target business as a condition to any agreement with respect to our initial business combination

• We engaged Moelis & Company LLC and the representative of the underwriters of our Public Offering to provide services in connection

with our initial business combination and will pay an aggregate Marketing Fee to Moelis & Company LLC and the representative of the

underwriters upon consummation of the Business Combination in the amount of $17,500,000 with $6,250,000 of the Marketing Fee paid to Moelis

& Company LLC and we have engaged Moelis as a financial advisor and exclusive placement agent in connection with our Business Combination

and will pay such affiliate a financial advisory fee of $24,000,000 upon consummation of the Business Combination.

We are not prohibited from pursuing an

initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or completing

the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.

the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor,

executive officers or directors, we, or a committee of independent directors, may obtain an opinion from an independent investment

bank which is a member of FINRA or a valuation or appraisal firm, that the consideration to be paid by us in such initial business

combination is fair to our company from a financial point of view.

We pay our sponsor $10,000 per month for office space, secretarial

and administrative services provided to members of our management team.

We cannot assure you that any of the above

mentioned conflicts will be resolved in our favor.

In the event that we submit our initial

business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares,

and they and the other members of our management team have agreed to vote any founder shares they hold and any shares purchased

during or after the offering in favor of our initial business combination.

Lease Agreement with SIR Properties Trust

On March 9, 2022, we entered into a lease agreement with SIR Properties Trust.

The lease is for approximately 68,000 rentable square feet of building space in the building located at 77 Rio Robles, San Jose, California.

Archer intends that the premises will be used for lab space and a low rate initial production facility.

The term of the lease commences 210 days after the landlord delivers possession of the premises to us, subject to certain demolition work being completed, and will expire 90 months thereafter, with an option for us to extend the term for one additional five-year period.

Base rent payments due under the lease are expected to be approximately $15 million in the aggregate over the term of the lease.

We are also responsible for certain other costs under the lease, such as certain build-out expenses, operating expenses, taxes, assessments, insurance, and utilities.

However, the lease does require that the landlord shall provide us with an allowance that may be applied against certain of our build-out and moving expenses.

The foregoing summary of key terms of the lease does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the lease, a copy of which we expect to file with our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2022.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report.

Executive Compensation

From October 30, 2020 through December 31,

2020, we paid our Sponsor an aggregate fee of up to $10,000 per month for providing us with office space and certain office and

secretarial services.

Other than the administrative fee of

up to $10,000 per month and the potential payment of the Marketing Fee to the representative of the underwriter and Moelis

& Company LLC and advisory fees to Moelis or another affiliate of the sponsor for financial advisory services provided in

connection with an initial business combination, no compensation or fees of any kind, including finder’s, consulting

fees and other similar fees will be paid to our Sponsor, members of our management team or their respective affiliates, for

services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type

of transaction that it is).

However, they will receive repayment of any loans from our Sponsor, officers and directors for

working capital purposes and reimbursement for any out-of-pocket expenses incurred by them in connection with activities on

our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses

and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target

businesses to examine their operations.

After our initial business combination,

members of our management team who remain with us may be paid consulting, management or other fees from the combined company with

any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished

to our stockholders.

It is unlikely the amount of such compensation will be known at the time of a stockholder meeting held to

consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive

and director compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in a Current

Report on Form 8-K, as required by the SEC.

Grants of Plan-Based Awards and Outstanding

Equity Awards at Fiscal Year-End

We do not have any equity incentive plans

under which to grant awards.

Employment Agreements

We do not currently have any written employment

agreements with any of our directors and officers.

Retirement/Resignation Plans

We do not currently have any plans or arrangements

in place regarding the payment to any of our executive officers following such person’s retirement or resignation.

Director Compensation

have not paid our directors fees in the past for attending board meetings.

In the future, we may adopt a policy of paying independent

directors a fee for their attendance at board and committee meetings.

We reimburse each director for reasonable travel expenses

related to such director’s attendance at board of directors and committee meetings.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information

regarding the beneficial ownership of our shares of common stock as of March 5 ,

• each person known by us to be the beneficial owner of

more than 5% of our outstanding shares of common stock;

• each of our officers, directors and director;

• all of our officers and director as a group.

Unless otherwise indicated, we believe

that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially

owned by them.

The beneficial ownership of our common

stock is based on 62,500,000 shares of common stock issued and outstanding as of March

5 , 2021, consisting of 50,000,000 shares of Class A common stock and 12,500,000 shares of Class B common stock.

NAME AND ADDRESS OF BENEFICIAL OWNER (1)

PERCENTAGE OF

Directors, executive officers and Founders

Atlas Crest Investment LLC (3)

Kenneth Moelis

Michael Spellacy

Taylor Rettig

Christopher Callesano

Eileen Murray

Emanuel Pearlman

All executive officers and directors as a group (eight individuals)

NAME AND ADDRESS OF BENEFICIAL OWNER

PERCENTAGE OF

Five Percent Holders

Canyon Capital Advisors LLC (5)

CVI Investments, Inc.

Integrated Core Strategies (US) LLC (7)

Linden Capital (8)

Magnetar Financial LLC (9)

Suvretta Capital Management (10)

(1) Unless otherwise noted, the business address of each

of the following is 399 Park Ave., New York, New York 10022.

(2) Interests shown consist solely of founder shares, classified

as Class B common stock.

Such shares will automatically convert into shares of Class A common stock upon the consummation

of our initial business combination on a one-for-one basis, subject to adjustment, as described in the section entitled “Description

of Securities.”

(3) Atlas Crest Investment LLC is the record holder of the

shares reported herein.

Each of our officers and directors, other than Todd Lemkin, are among the members of Atlas Crest Investment

Moelis is the sole managing member of Atlas Crest Investment LLC.

Moelis has voting and investment discretion with

respect to the common stock held of record by Atlas Crest Investment LLC.

Moelis disclaims any beneficial ownership of any

shares held by Atlas Crest Investment LLC except to the extent of his ultimate pecuniary interest.

Moelis is a member of our sponsor

and has an economic interest in approximately 7% of our Class B Common Stock and approximately 600,000 of our warrants.

(4) Interests shown consist solely of Class A common stock.

(5) According to a Schedule 13G filed with the SEC on February 16, 2020 by Canyon Capital Advisors

LLC, Joshua S.

Friedman and Mitchell R.

The address of the filer is 2000 Avenue of the Stars, 11 th Floor, Los

Angeles, CA 90067.

(6) According to a Schedule 13G filed with the SEC on December

14, 2020 by CVI Investments, Inc.

and Heights Capital Management, Inc.

The principal place of business of CVI Investments, Inc.

Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands.

The principal place

of business of Heights Capital Management, Inc.

is 101 California Street, Suite 3250, San Francisco, California 94111.

(7) According to a Schedule 13G filed with the SEC on November

2, 2020 by Integrated Core Strategies (US) LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millenium Management

LLC, Millenium Group Management LLC.

The address of the filer is 666 Fifth Avenue, New York, New York 10103.

(8) According to a Schedule 13G filed with the SEC on November

5, 2020 by Linden Capital L.P., Linden GP LLC, Linden Advisors LP and Siu Min Wong.

The address of the filer is 590 Madison Avenue,

15 th floor, New York, New York 10022.

(9) According to Schedule 13G filed with the SEC on February

11, 2020 by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N.

The address of

the filer is 1603 Orrington Avenue, 13 th floor, Evanston, Illinois 60201.

(10) According to a Schedule 13G filed with the SEC on February

16, 2020 by Suvretta Capital Management, LLC, Suvretta Master Fund, Ltd.

And Aaron Cowen.

The address of Suvretta Capital Management

and Aaron Cowen is 530 Madison Avenue, 7 th Floor, New York, New York 10022.

The address of Suvretta Master Fund, Ltd.

Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

Certain Relationships and Related

Transactions, and Director Independence.

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”), of which 1,875,000 were

forfeited in December 2022.

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.

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.

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.

We recognized an aggregate of $20,000 in

expenses incurred in connection with the aforementioned arrangements with the related parties on our Statements of Operations for

the period from October 31, 2020 through December 31, 2020.

Advisory and Placement Agent Services

Engagement Letters

The Company engaged Moelis & Company LLC, an affiliate of our Sponsor, in

connection with the Business Combination to act as our financial advisor and exclusive placement agent for the PIPE financing pursuant

to engagement letters entered into between Company and Moelis & Company LLC in February 2021.

Upon completion of the Business Combination,

approximately $24,000,000 in aggregate M&A advisory fees and placement agent fees will be payable to Moelis & Company LLC pursuant

to these engagement letters.

Director Independence

Pearlman are each considered an “independent director” under the New York Stock Exchange standards, which is

defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual

having a relationship, which, in the opinion of the company’s board of directors would interfere with the

director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our independent directors have regularly

scheduled meetings at which only independent directors are present.

Principal Accounting Fees and

The following is a summary of fees paid

or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial

statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by

Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information

included in our Form 10-K and other required filings with the SEC for the year ended December 31, 2020 totaled approximately

The above amount includes interim procedures, audit fees, and consent issued for registration statements and comfort letters.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related

to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services

include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting

We did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31,

We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2020.

We did not pay Marcum for other services for the year ended December 31, 2020.

Pre-Approval Policy

Since the formation of our audit committee

upon the consummation of our Initial Public Offering, and on a going-forward basis, the audit committee has and will pre-approve

all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof

(subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee

prior to the completion of the audit).

The audit committee pre-approved all auditing services provided by Marcum set forth above

Exhibits, Financial Statement

The following documents are filed as part of this Annual Report on Form 10-K:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report:

Financial Statements

See "Index

to Financial Statements” at “Item 8.

Financial Statements and Supplementary Data” herein.

The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.

EXHIBIT INDEX

Business Combination Agreement dated February 10, 2021 between Registrant, Artemis Acquisition Sub Inc.

See Index to Consolidated Financial Statements under Part II, Item 8 of this Annual Report.

Financial Statement Schedules

Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included.

The exhibits listed below are filed as part of this Annual Report or are incorporated by reference as indicated.

Exhibit Description

2.1†† Amended and Restated Business Combination Agreement, dated as of July 29, 2021, by and among Atlas Crest Investment Corp., Artemis Acquisition Sub Inc.

and Archer Aviation Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (file No.

001-39668) filed with the SEC on February 10, 2021)

Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (file No.

001-39668) filed with the SEC on November 2, 2020)

Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 (file No.

333-249289) filed with the SEC on October 21, 2020)

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 (file No.

333-249289) filed with the SEC on October 21, 2020)

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1 (file No.

333-249289) filed with the SEC on October 21, 2020)

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1 (file No.

333-249289) filed with the SEC on October 21, 2020)

Warrant Agreement dated October 27, 20202 between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (file No.

001-39668) filed with the SEC on November 2, 2020)

Letter Agreement dated October 27, 2020 among the Registrant, Atlas Crest Investment LLC and each of the executive officers and directors of the Registrant (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (file No.

001-39668) filed with the SEC on November 2, 2020)

Investment Management Trust Agreement dated October 27, 2020 between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (file No.

001-39668) filed with the SEC on November 2, 2020)

Registration and Shareholder Rights Agreement dated October 27, 2020 among the Registrant, Atlas Crest Investment V LLC and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (file No.

001-39668) filed with the SEC on November 2, 2020)

Private Placement Warrants Purchase Agreement dated October 27, 2020 between the Registrant and Atlas Crest Investment V LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (file No.

001-39668) filed with the SEC on November 2, 2020)

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (file No.

001-39668) filed with the SEC on November 2, 2020)

Promissory Note issued to Atlas Crest Investment LLC (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1 (file No.

333-249289) filed with the SEC on October 21, 2020)

Securities Subscription Agreement dated October 27, 2020 between the Registrant and Atlas Crest Investment V LLC (incorporated by reference to Exhibit 10.7 to the Company’s Form S-1 (file No.

333-249289) filed with the SEC on October 21, 2020)

Administrative Support Agreement dated October 27, 2020 between the Registrant and Atlas Crest Investment LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (file No.

001-39668) filed with the SEC on November 2, 2020)

Sponsor Letter Agreement dated February 10, 2021 between Registrant, Atlas Crest Investment LLC Archer Aviation, Inc.

and each of the executive officers and directors of Registrant (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (file No.

001-39668) filed with the SEC on February 10, 2021)

Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (file No.

001-39668) filed with the SEC on February 10, 2021)

Power of Attorney (included on signature page of this Annual Report on Form 10-K)

Certification of Chief Executive Officer by Rule 13a-14(a) or Rule 15d-14(a)*

Certification of Chief Financial Officer by Rule 13a-14(a) or Rule 15d-14(a)*

Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002**

XBRL Instance Document*

XBRL Taxonomy Extension Schema *

XBRL Taxonomy Calculation Linkbase*

XBRL Taxonomy Label Linkbase*

XBRL Definition Linkbase Document*

(incorporated by reference to Exhibit 2.1 to Form 8-K (File No.

001-39668), filed July 29, 2021)

3.1 Amended and Restated Certificate of Incorporation of Archer Aviation Inc.

( incorporated by reference to Exhibit 3.1 to Form 8-K (File No.

001-39668), filed September 22, 2021 )

3.2 Amended and Restated Bylaws of Archer Aviation Inc.

( incorporated by reference to Exhibit 3.2 to Form 8-K (File No.

001-39668), filed September 22, 2021 )

4.1* Description of Archer Aviation Inc.’s Securities

4.2 Warrant Agreement, dated October 27, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Form 8-K (File No.

001-39668), filed November 2, 2020

10.1 Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 to Form 8-K (File No.

001-39668), filed February 10, 2021)

10.2 Amended and Restated Sponsor Letter Agreement, dated as of July 29, 2021, by and among Atlas Crest Investment Corp., Atlas Crest Investment LLC, Archer Aviation Inc., and the individuals named therein (incorporated by reference to Exhibit 10.1B to Registration Statement on Form S-4 (File No.

333-254007), filed August 3, 2021)

10.3† Archer 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Form 8-K (File No.

001-39668), filed September 22, 2021)

10.4† Form of Stock Option Grant Package under Archer 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Form 8-K (File No.

001-39668), filed September 22, 2021)

10.5† Form of RSU Grant Package under Archer 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Form 8-K (File No.

001-39668), filed September 22, 2021)

10.6† Archer 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Form 8-K (File No.

001-39668), filed September 22, 2021)

10.7† Form of Stock Option Grant Package under Archer 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to Form 8-K (File No.

001-39668), filed September 22, 2021)

10.8† Form of RSU Grant Package under Archer 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Form 8-K (File No.

001-39668), filed September 22, 2021)

10.9† Form of Employee Stock Purchase Plan ( incorporated by reference to Exhibit 10.11 to Form 8-K (File No.

001-39668), filed September 22, 2021 )

10.10† Offer Letter, dated September 16, 2021, by and between the Company and Brett Adcock (incorporated by reference to Exhibit 10.12 to Form 8-K (File No.

001-39668), filed September 22, 2021)

Exhibit Description

10.11† Offer Letter, dated September 16, 2021, by and between the Company and Adam Goldstein (incorporated by reference to Exhibit 10.13 to Form 8-K (File No.

001-39668), filed September 22, 2021)

10.12† Offer Letter, dated November 19, 2019, by and between the Company and Tom Muniz (incorporated by reference to Exhibit 10.19 to Registration Statement on Form S-4 (File No.

333-254007) filed August 10, 2021)

10.13† Offer Letter, dated June 24, 2021, by and between the Company and Ben Lu (incorporated by reference to Exhibit 10.18 to Registration Statement on Form S-4 (File No.

333-254007) filed August 10, 2021)

10.14† Offer Letter, dated May 5.

2021, by and between the Company and Andy Missan (incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-4 (File No.

333-254007) filed August 10, 2021)

10.15 Sublease Agreement, dated July 1, 2020, by and between Aurora Innovation, Inc.

and Archer Aviation Inc.

(incorporated by reference to Exhibit 10.12 to Registration Statement on S-4 (File No.

333-254007), filed August 10, 2021)

10.16 Lease Agreement, dated December 11, 2020, by and between Jack Dymond Lathing Co.

and Archer Aviation Inc.

(incorporated by reference to Exhibit 10.13 to Registration Statement on S-4 (File No.

333-254007), filed August 10, 2021)

10.17 Sublease Agreement, dated March 1, 2020, by and between Delta Mike Enterprises, LLC and Archer Aviation Inc.

(incorporated by reference to Exhibit 10.14 to Registration Statement on S-4 (File No.

333-254007), filed August 10, 2021)

10.18 Lease Agreement, dated April 14, 2021, by and between NC Investments, LLC and Archer Aviation Inc.

(incorporated by reference to Exhibit 10.15 to Registration Statement on S-4 (File No.

333-254007), filed August 10, 2021)

10.19 Storage/R&D Space License Agreement, dated March 15, 2021, by and between J.V.

Lewis Enterprises, Inc.

and Archer Aviation Inc.

(incorporated by reference to Exhibit 10.16 to Registration Statement on S-4 (File No.

333-254007), filed August 10, 2021)

10.20 Warrant to Purchase Shares, dated as of November 6, 2020, by and among FCA US LLC and Archer Aviation Inc.

(incorporated by reference to Exhibit 10.8 to Registration Statement on S-4 (File No.

333-254007), filed August 10, 2021)

10.21* Warrant to Purchase Shares, dated as of January 29, 2021, by and among United Airlines, Inc.

and Archer Aviation Inc.

10.22 Warrant to Purchase Shares, dated as of February 26, 2021, by and among Mesa Air Group, Inc.

and Archer Aviation Inc.

(incorporated by reference to Exhibit 10.9 to Registration Statement on S-4 (File No.

333-254007), filed August 10, 2021)

10.23* Warrant to Purchase Shares, dated as of July 19, 2021, by and between FCA Italy, S.p.A.

and Archer Aviation Inc.

10.24 Form of Subscription Agreement ( incorporated by reference to Exhibit 10.2 to Form 8-K (File No.

001-39668), filed February 10, 2021 )

10.25 Amended and Restated Registration Rights Agreement, by and between the Company and certain stockholders, dated September 16, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K (File No.

001-39668), filed September 22, 2021)

10.26 Loan and Security Agreement, dated July 9, 2021, by and among Silicon Valley Bank, in its capacity as administrative agent and collateral agent, Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P., as lenders, and Archer Aviation Inc.

(incorporated by reference to Exhibit 10.10 to Registration Statement on Form S-4 (File No.

333-254007), filed August 3, 2021)

10.27 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.26 to Form 8-K (File No.

001-39668), filed September 22, 2021)

10.28 Form of Transaction Support Agreement (incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-4 (File No.

333-254007), filed March 8, 2021)

21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to Form 8-K (File No.

001-39668), filed September 22, 2021)

23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm

24.1* Power of Attorney (reference is made to the signature page thereto)

31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit Description

31.2* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3* Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, 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 Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.3# 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.SCH* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* XBRL Taxonomy Extension Label Linkbase Document

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________________

* Filed herewith.

Furnished herewith

[Incorporated by reference to the Company’s Form [•], filed with the SEC on [•]].

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

Atlas Crest Investment Corp.

March 8, 2021

/s/ Michael Spellacy

Michael Spellacy

Chief Executive Officer

† Indicates management contract or compensatory plan or arrangement.

†† Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5).

The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

# This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ARCHER AVIATION INC.

March 14, 2022 By:

/s/ Mark Mesler

Chief Financial Officer

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY

THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth Moelis and Michael Spellacy and

each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,

for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual

Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United

States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority

to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents

and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents,

or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons

on behalf of the registrant in the capacities and on the dates indicated.

/s/ Kenneth Moelis

Kenneth Moelis

Chairman of the Board

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Brett Adcock, Adam Goldstein and Mark Mesler, and each of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report and to file the same, with any exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed by the following persons in the capacities and on the dates indicated:

/s/ Brett Adcock

Co-Chief Executive Officer and Co-Chairman of the Board of Directors

( Principal Co-Executive Officer )

March 14, 2022

/s/ Michael Spellacy

Michael Spellacy

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Adam Goldstein Co-Chief Executive Officer and Co-Chairman of the Board of Directors

( Principal Co-Executive Officer )

March 14, 2022

/s/ Christopher Callesano

Christopher Callesano

Chief Financial

(Principal Accounting Officer)

Adam Goldstein

/s/ Mark Mesler

Chief Financial Officer

( Principal Financial and Accounting Officer )

March 14, 2022

/s/ David Fox

/s/ Deborah Diaz

March 14, 2022

/s/ Todd Lemkin

/s/ Fred Diaz

March 14, 2022

/s/ Eileen Murray

Eileen Murray

/s/ Oscar Munoz

March 14, 2022

/s/ Emanuel Pearlman

Emanuel Pearlman

/s/ Barbara J.

March 14, 2022

ATLAS CREST INVESTMENT CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Balance Sheet

Statement of Operations

Statement of Changes in Stockholders' Equity

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Stockholders and Board of Directors

Atlas Crest Investment Corp.

Opinion on the Financial Statements

have audited the accompanying balance sheet of Atlas Crest Investment Corp.

(the “Company”) as of December

31, 2020, the related statements of operations, changes in stockholders’

equity and cash flows for the period from

August 26, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the

period from August 26, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally

accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the

effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable

basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor since 2020.

/s/ Maria Pinelli

March 14, 2022

ATLAS CREST INVESTMENT CORP.

BALANCE SHEET

DECEMBER 31, 2020

Current assets:

Prepaid expenses

Total current assets

Investments held in Trust Account

$ 501,488,504

Liabilities and Stockholders' Equity:

Current liabilities:

Accounts payable

Accrued expenses

Franchise tax payable

Total liabilities

Commitments (Note 6)

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

49,635,954 shares at redemption value

Stockholders' Equity:

Preferred stock, $0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $0.0001 par value;

200,000,000 shares authorized;

364,046 shares issued and outstanding (excluding 49,635,954 shares subject to possible redemption)

Class B common stock, $0.0001 par value;

20,000,000 shares authorized;

12,500,000 shares issued and outstanding (1)

Additional paid-in capital

Accumulated deficit

Total stockholders' equity

Total Liabilities and Stockholders' Equity

$ 501,488,504

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.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM AUGUST 26, 2020 (INCEPTION)

THROUGH DECEMBER 31, 2020

Operating and formation costs

Franchise tax expense

Loss from operations

Unrealized gain on investments held in Trust Account

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 A and Class B Common Stock

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

A and Class B Common Stock

The accompanying notes are an integral

part of these financial statements.

ATLAS CREST INVESTMENT CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS'

FOR THE PERIOD FROM AUGUST 26, 2020 (INCEPTION)

THROUGH DECEMBER 31, 2020

Stockholders'

Balance –

26, 2020 (inception)

of Class B common stock to Sponsor (1)

of 50,000,000 units in Initial Public Offering, net of offering costs of $10,534,144

of 8,000,000 Private Placement Warrants

of Class B common stock (1)

A common stock subject to possible redemption

(49,635,954 )

(496,354,576 )

(496,359,540 )

Balance –

(1) Upon the expiration of the over-allotment option in December 2020, 1,875,000 shares of Class B common stock were forfeited (see

The accompanying notes are an integral part of these financial

ATLAS CREST INVESTMENT CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM AUGUST 26, 2020 (INCEPTION)

THROUGH DECEMBER 31, 2020

Cash Flows from Operating Activities:

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

Unrealized gain on investments held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

Accrued expenses

Franchise tax payable

Net cash used in operating activities

Cash Flows from Investing Activities:

Cash deposited in Trust Account

(500,000,000 )

Net cash used in investing activities

(500,000,000 )

Cash Flows from Financing Activities:

Proceeds from issuance of Class B common stock to Sponsor

Proceeds from issuance of promissory note

Repayment of promissory note

Proceeds from initial public offering, net of underwriter's discount paid

Proceeds from sale of private placement warrants

Offering costs paid

Net cash provided by financing activities

Net change in cash

Cash - beginning of period

Cash - end of period

Supplemental disclosure of noncash investing and financing activities:

Class A common stock subject to possible redemption

$ 496,359,540

Forfeiture of Class B common stock

The accompanying notes are an integral part of these financial

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

DESCRIPTION OF ORGANIZATION

AND BUSINESS OPERATIONS

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 December 31, 2020, the Company

had not commenced any operations.

All activity for the period from August 26, 2020 (inception) through December 31, 2020 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

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.

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.

at December 31, 2020, $925,923 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

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 of 1940.

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

effect a Business Combination.

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

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 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 .

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 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.

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

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.

As of December 31, 2020, the Company

had $925,923 in cash held outside of the Trust Account and working capital of $1,260,964.

The Company’s liquidity needs prior

to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder

Shares, and a loan of $300,000 under an unsecured and non-interest bearing promissory note (see Note 5).

Subsequent to the consummation

of the Initial Public Offering, the Company’s liquidity needs are satisfied through the net proceeds from the private placement

held outside of the Trust Account.

Based on the foregoing, management believes

that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation

of a Business Combination or one year from this filing.

Over this time period, the Company will be using the funds held outside

of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial

Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting

the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

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.

SUMMARY OF SIGNIFICANT ACCOUNTING

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.

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

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.

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.

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

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.

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 not have any cash equivalents

as of December 31, 2020.

Investments Held in Trust Account

At December 31, 2020, the assets held

in the Trust Account were held in U.S.

Treasury securities and classified as trading.

Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in 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’

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 December 31, 2020, 49,635,954 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 balance sheet.

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 and

were charged to stockholders’

equity upon the completion of the Initial Public Offering.

Accordingly, as of December 31,

2020, offering costs in the aggregate of $10,534,144 have been charged to stockholders’

equity (consisting of a $10,000,000

underwriting discount and $534,144 of other offering costs).

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.

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

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

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

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 interest income earned on the Trust Account, net of applicable franchise and

income taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance.

share, basic and diluted, for Class A and 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.

The following table reflects the calculation

of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

For the Period

Redeemable Class A Common Stock

Earnings allocable to Redeemable Class A Common Stock

Unrealized gain on investments held in Trust Account

Franchise tax expense

Weighted average Redeemable Class A Common Stock

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

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

Non-Redeemable Class A and Class B Common Stock

Net loss minus net earnings

Non-redeemable net loss

Weighted average Non-Redeemable Class A and Class B Common Stock

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

Basic and diluted net loss per share, Non-Redeemable Class A and 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 FINANCIAL STATEMENTS

DECEMBER 31, 2020

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.

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

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).

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 over-allotment option expired without being exercised in any part.

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.

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.

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

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.

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 FINANCIAL STATEMENTS

DECEMBER 31, 2020

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.

portion of such fee may be re-allocated or paid to members 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”).

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

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

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.

STOCKHOLDERS' EQUITY

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

At December 31,

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 stock.

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

At December 31, 2020, there were

364,046 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.

At December 31, 2020, there were

12,500,000 shares of Class B common stock issued and outstanding.

In December 2020, the underwriters’ over-allotment option

expired and as a result the Sponsor forfeited 1,875,000 shares of Class B common stock.

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

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

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.

— 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.

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.

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

Once 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.

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.

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.

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.

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

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.

The Company’s net deferred tax assets

(liabilities) as of December 31, 2020 is as follows:

Deferred tax assets:

Start-up costs

Net operating loss carryforwards

Total deferred tax assets

Valuation allowance

Deferred tax liabilities:

Unrealized gain on investments

Total deferred tax liabilities

Deferred tax assets, net of allowance

The income tax provision for the period

from August 26 (inception) through December 31, 2020 consists of the following:

Change in valuation allowance

Income tax provision

As of December 31, 2020, the Company

has available U.S.

federal operating loss carry forwards of approximately $70,000 that may be carried forward indefinitely.

In assessing the realization of deferred

tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the

periods in which temporary differences representing future deductible amounts become deductible.

Management considers the scheduled

reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment.

After consideration

of all the information available, management believes that significant uncertainty exists with respect to future realization of

the deferred tax assets and has therefore established a full valuation allowance.

For the period ended December 31, 2020, the valuation

allowance was $27,174.

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

A reconciliation of the federal income

tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:

Statutory federal income tax rate

State taxes, net of federal tax benefit

Change in valuation allowance

Income tax provision

The Company files income tax returns in

federal jurisdiction, and New York which remain open and subject to examination.

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 December 31, 2020, and

indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account:

Money Market investments

Transfers to/from Levels 1, 2, and 3 are

recognized at the end of the reporting periods.

There were no transfers between levels of the hierarchy for the year ended December

SUBSEQUENT EVENTS

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.

ATLAS CREST INVESTMENT CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

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”.

The Business Combination is expected to

close in the second quarter of 2021, following the receipt of the required approval by Atlas’ stockholders and the fulfillment

of other customary closing conditions.

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) immediately following 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.

Maria Pinelli

/s/ Michael Spellacy

March 14, 2022

Michael Spellacy

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-K

Item 9A. Controls and Procedures