item 14 principal accounting fees services following summary fees paid marcum llp marcum services rendered audit fees audit fees consist fees billed professional services rendered audit yearend financial statements services normally provided marcum connection regulatory filings aggregate fees billed marcum professional services rendered audit annual financial statements review financial information included form 10k required filings sec year ended december 31 2020 totaled approximately 88000 amount includes interim procedures audit fees consent issued registration statements comfort letters auditrelated fees auditrelated services consist fees billed assurance related services reasonably related performance audit review financial statements reported “audit fees” services include attest services required statute regulation consultations concerning financial accounting reporting standards pay marcum consultations concerning financial accounting reporting standards year ended december 31 2020 tax fees pay marcum tax planning tax advice year ended december 31 2020 fees pay marcum services year ended december 31 2020 preapproval policy since formation audit committee upon consummation initial public offering goingforward basis audit committee preapprove auditing services permitted nonaudit services performed us auditors including fees terms thereof subject de minimis exceptions nonaudit services described exchange act approved audit committee prior completion audit committee preapproved auditing services provided marcum set forth 2020 item 15 item 7 management’s discussion analysis financial condition results operations annual report includes “forwardlooking statements” historical facts involve risks uncertainties could cause actual results differ materially expected projected statements historical fact included annual report including without limitation statements “management’s discussion analysis financial condition results operations” regarding company’s financial position business strategy plans objectives management future operations forwardlooking statements words “expect” “believe” “anticipate” “intend” “estimate” “seek” variations similar words expressions intended identify forwardlooking statements forwardlooking statements relate future events future performance reflect management’s current beliefs based information currently available number factors could cause actual events performance results differ materially events performance results discussed forwardlooking statements including set forth preliminary prospectusproxy statement included registration statement form s4 file sec relating proposed business combination archer information identifying important factors could cause actual results differ materially anticipated forwardlooking statements please refer “cautionary note regarding forwardlooking statements risk factor summary” “item 1a risk factors” elsewhere annual report form 10k company’s securities filings accessed edgar section sec’s website wwwsecgov except expressly required applicable securities law company disclaims intention obligation update revise forwardlooking statements whether result new information future events otherwise overview blank check company incorporated august 26 2020 delaware corporation formed purpose effectuating merger capital stock exchange asset acquisition stock purchase reorganization similar business combination one businesses refer throughout annual report initial business combination intend effectuate initial business combination using cash proceeds initial public offering private placement private placement warrants proceeds sale shares connection initial business combination pursuant forward purchase agreements backstop agreements may enter following consummation initial public offering otherwise shares issued owners target debt issued bank lenders owners target combination foregoing proposed business combination february 10 2021 entered business combination agreement may amended supplemented otherwise modified time “business combination agreement” among atlas artemis acquisition sub inc delaware corporation “artemis merger sub” archer aviation inc delaware corporation “archer” business combination agreement transactions contemplated thereby approved boards directors atlas archer business combination business combination agreement provides among things following transactions date closing business combination “closing” atlas amend restate certificate incorporation “postclosing atlas certificate incorporation” pursuant among things atlas dual class share structure shares class common stock carry voting rights form one vote per share “new class common stock” b shares class b common stock carry voting rights form ten votes per share “new class b common stock” together new class common stock “new atlas common stock” ii artemis merger sub merge archer surviving company merger giving effect merger continuing whollyowned subsidiary atlas “merger” merger transactions contemplated business combination agreement hereinafter referred “business combination” business combination expected close second quarter 2021 following receipt required approval atlas’ stockholders fulfillment customary closing conditions business combination consideration accordance terms subject conditions business combination agreement effective time merger outstanding shares common stock preferred stock archer converted right receive number shares new class b common stock determined basis implied archer equity value 2525000000 “implied equity value” ii stock awards whether vested unvested purchase archer common stock converted stock awards purchase number shares new class b common stock based exchange ratio derived implied equity value iii outstanding warrants whether vested unvested purchase archer common stock converted warrants purchase number shares new class b common stock determined basis implied equity value former archer equity holders right convert shares new class b common stock shares new class common stock pursuant postclosing atlas certificate incorporation representations warranties covenants business combination agreement contains representations warranties covenants parties thereto customary transactions type atlas also agreed take action within power may necessary appropriate effective immediately closing atlas board directors divided three classes composed total seven directors shall include individual designated atlas three individuals designated archer three individuals identified archer consultation atlas qualify “independent directors” listing rules new york stock exchange conditions party’s obligations atlas archer consummate business combination subject certain closing conditions including limited expiration termination applicable waiting period hartscottrodino antitrust improvements act 1976 amended ii absence law governmental order legal restraint prohibition preventing consummation business combination iii registration statement defined declared effective securities act 1933 amended “securities act” iv shares new class common stock issued connection business combination approved listing new york stock exchange v approval atlas’ stockholders vi approval archer’s stockholders vii atlas least 5000001 net tangible assets determined accordance rule 3a511g1 securities exchange act 1934 amended remaining closing addition obligation archer consummate business combination subject among conditions aggregate cash proceeds atlas’ trust account together proceeds pipe financing defined equaling less 600000000 deducting amounts paid atlas shareholders exercise redemption rights connection business combination termination business combination agreement may terminated certain circumstances prior closing including limited mutual written consent atlas archer ii either atlas archer party breaches representations warranties covenants conditions set forth business combination agreement would satisfied party fails cure breach certain limited exceptions iii either atlas archer business combination consummated september 10 2021 iv either atlas archer governmental entity issues order taken action permanently enjoining restraining otherwise prohibiting business combination order action become final nonappealable v either atlas archer certain required approvals obtained atlas stockholders conclusion meeting atlas’ stockholders held purpose shareholders voted approvals vi atlas transaction support agreements executed delivered atlas within one business day signing date business combination agreement b archer’s stockholders deliver within one business day registration statement declared effective securities act atlas written consent approving business combination “stockholder written consent” c archer deliver within one business day registration statement declared effective securities act atlas written consent approving conversion shares preferred stock archer shares common stock archer immediately prior closing “conversion written consent” business combination agreement validly terminated none parties business combination agreement liability obligation business combination agreement customary confidentiality obligations except case willful breach fraud defined business combination agreement pipe financing private placement concurrently execution business combination agreement atlas entered subscription agreements “subscription agreements” certain investors pursuant subscription agreements investor agreed subscribe purchase atlas agreed issue sell investors closing date defined business combination agreement immediately following closing defined business combination agreement aggregate 60000000 shares atlas’ class common stock purchase price 1000 per share aggregate gross proceeds 600 million “pipe financing” closing pipe financing contingent upon among things substantially concurrent consummation business combination subscription agreements provide atlas grant investors pipe financing certain customary registration rights results operations neither engaged operations generated revenues date activities period august 26 2020 inception december 31 2020 organizational activities necessary prepare initial public offering described initial public offering identifying target company business combination expect generate operating revenues completion initial business combination generate nonoperating income form interest income cash equivalents held initial public offering incur expenses result public company legal financial reporting accounting auditing compliance well due diligence expenses period august 26 2020 inception december 31 2020 net loss 131310 resulted operating formation costs 159947 franchise tax expense 69945 partially offset unrealized gain marketable securities held trust account amount 98582 liquidity capital resources october 30 2020 consummated initial public offering 50000000 units generating gross proceeds company 500000000 simultaneously consummation initial public offering completed private sale 8000000 warrants atlas crest investment llc purchase price 150 per warrant private placement warrants generating gross proceeds 12000000 proceeds sale private placement warrants added net proceeds initial public offering held trust account trust account complete initial business combination within 24 months closing initial public offering proceeds sale private placement warrants used fund redemption public shares subject requirements applicable law private placement warrants expire worthless period august 26 2020 inception december 31 2020 net cash used operating activities 564933 due net loss 131310 unrealized gain investments trust account 98582 changes working capital 335041 period august 26 2020 inception december 31 2020 net cash used investing activities 500000000 result amount net proceeds initial public offering deposited trust account net cash provided financing activities period august 26 2020 inception december 31 2020 501490856 comprised 490000000 proceeds issuance units initial public offering net underwriters discount paid 12000000 proceeds issuance warrants private placement sponsor proceeds issuance promissory note sponsor 300000 25000 issuance class b common stock sponsor offset payment 534144 offering costs associated initial public offering repayment outstanding balance promissory note sponsor 300000 december 31 2020 cash 925923 held outside trust account intend use funds held outside trust account primarily identify evaluate target businesses perform business due diligence prospective target businesses travel offices plants similar locations prospective target businesses representatives owners review corporate documents material agreements prospective target businesses structure negotiate complete business combination order fund working capital deficiencies finance transaction costs connection intended initial business combination sponsor affiliate sponsor certain officers directors may obligated loan us funds may required noninterest basis complete initial business combination would repay loaned amounts event initial business combination close may use portion working capital held outside trust account repay loaned amounts proceeds trust account would used repayment 1500000 loans may convertible warrants post business combination entity price 150 per warrant option lender warrants would identical private placement warrants terms loans determined written agreements exist respect loans prior completion initial business combination expect seek loans parties sponsor affiliate sponsor believe third parties willing loan funds provide waiver rights seek access funds trust account believe need raise additional funds following initial public offering order meet expenditures required operating business prior initial business combination however estimates costs identifying target business undertaking indepth due diligence negotiating initial business combination less actual amount necessary may insufficient funds available operate business prior initial business combination moreover may need obtain additional financing either complete business combination become obligated redeem significant number public shares upon completion business combination case may issue additional securities incur debt connection business combination addition intend target businesses larger could acquire net proceeds initial public offering sale private placement units may result required seek additional financing complete proposed initial business combination subject compliance applicable securities laws would complete financing simultaneously completion business combination unable complete initial business combination sufficient funds available us forced cease operations liquidate trust account addition following business combination cash hand insufficient may need obtain additional financing order meet obligations offbalance sheet arrangements offbalance sheet arrangements december 31 2020 contractual obligations registration rights holders founder shares private placement warrants may issued upon conversion working capital loans shares class common stock issuable upon exercise private placement warrants may issued upon conversion working capital loans upon conversion founder shares entitled registration rights pursuant registration rights agreement effective initial public offering requiring us register securities resale case founder shares conversion class common stock holders securities entitled make three demands excluding short form demands register securities addition holders certain “piggyback” registration rights respect registration statements filed subsequent completion business combination registration rights agreement contain liquidating damages cash settlement provisions resulting delays registering securities bear expenses incurred connection filing registration statements business combination marketing agreement engaged representative underwriters moelis company llc affiliate sponsor connection business combination assist us holding meetings stockholders discuss potential business combination target business’ attributes introduce us potential investors interested purchasing securities connection business combination assist us obtaining stockholder approval business combination assist us press releases public filings connection business combination pay representative underwriters moelis company llc cash fee services upon consummation business combination 225 11250000 125 6250000 respectively 35 17500000 aggregate gross proceeds initial public offering portion fee may reallocated paid members finra assist us consummating business combination advisory placement agent services engagement letters engaged moelis company llc affiliate sponsor connection business combination act financial advisor exclusive placement agent pipe financing pursuant engagement letters entered atlas moelis company llc upon completion business combination approximately 24000000 aggregate advisory fees placement agent fees payable moelis company llc pursuant engagement letters critical accounting policies preparation financial statements related disclosures conformity accounting principles generally accepted united states america requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements income expenses periods reported actual results could materially differ estimates identified following critical accounting policies common stock subject possible redemption account common stock subject possible redemption accordance guidance accounting standards codification topic 480 distinguishing liabilities equity common stock subject mandatory redemption classified liability instrument measured fair value conditionally redeemable common stock including common stock features redemption rights either within control holder subject redemption upon occurrence uncertain events solely within control classified temporary equity times common stock classified stockholders’ equity common stock features certain redemption rights considered outside control subject occurrence uncertain future events december 31 2020 49635954 shares class common stock subject possible redemption presented redemption value temporary equity outside stockholders’ equity section balance sheet net earnings loss per share net earnings loss per share computed dividing net earnings weightedaverage number shares common stock outstanding period company considered effect warrants sold public offering private placement purchase aggregate 24666667 shares calculation diluted loss per share since exercise warrants contingent upon occurrence future events inclusion warrants would antidilutive company’s statement operations includes presentation earnings loss per share common shares subject possible redemption applies twoclass method calculating earnings loss per share net earnings per common share basic diluted class redeemable common stock calculated dividing allocable interest income earned trust account net applicable franchise income taxes weighted average number class redeemable common stock outstanding since original issuance net loss per share basic diluted class b nonredeemable common stock calculated dividing net loss adjusted income attributable class redeemable common stock weighted average number class b nonredeemable common stock outstanding period class b nonredeemable common stock includes founder shares redemption features participate income earned trust account recent accounting standards management believe recently issued yet effective accounting standards currently adopted would material effect condensed financial statements item 7a item 7a quantitative qualitative disclosures market risk item applicable smaller reporting company item 8 item 8 financial statements supplementary data information appears following item 16 form 10k incorporated herein reference item 9 item 15 exhibits financial statement schedules following documents filed part annual report form 10k financial statements see index financial statements” “item 8 financial statements supplementary data” herein b exhibits following exhibits filed part incorporated reference annual report form 10k exhibit index exhibit description 21 business combination agreement dated february 10 2021 registrant artemis acquisition sub inc archer aviation inc incorporated reference exhibit 21 company’s current report form 8k file 00139668 filed sec february 10 2021 31 form amended restated certificate incorporation incorporated reference exhibit 31 company’s current report form 8k file 00139668 filed sec november 2 2020 32 bylaws incorporated reference exhibit 32 company’s form s1 file 333249289 filed sec october 21 2020 41 specimen unit certificate incorporated reference exhibit 41 company’s form s1 file 333249289 filed sec october 21 2020 42 specimen class common stock certificate incorporated reference exhibit 42 company’s form s1 file 333249289 filed sec october 21 2020 43 specimen warrant certificate incorporated reference exhibit 43 company’s form s1 file 333249289 filed sec october 21 2020 44 warrant agreement dated october 27 20202 continental stock transfer trust company registrant incorporated reference exhibit 41 company’s current report form 8k file 00139668 filed sec november 2 2020 101 letter agreement dated october 27 2020 among registrant atlas crest investment llc executive officers directors registrant incorporated reference exhibit 101 company’s current report form 8k file 00139668 filed sec november 2 2020 102 investment management trust agreement dated october 27 2020 continental stock transfer trust company registrant incorporated reference exhibit 102 company’s current report form 8k file 00139668 filed sec november 2 2020 103 registration shareholder rights agreement dated october 27 2020 among registrant atlas crest investment v llc holders signatory thereto incorporated reference exhibit 103 company’s current report form 8k file 00139668 filed sec november 2 2020 104 private placement warrants purchase agreement dated october 27 2020 registrant atlas crest investment v llc incorporated reference exhibit 106 company’s current report form 8k file 00139668 filed sec november 2 2020 105 form indemnity agreement incorporated reference exhibit 104 company’s current report form 8k file 00139668 filed sec november 2 2020 106 promissory note issued atlas crest investment llc incorporated reference exhibit 106 company’s form s1 file 333249289 filed sec october 21 2020 107 securities subscription agreement dated october 27 2020 registrant atlas crest investment v llc incorporated reference exhibit 107 company’s form s1 file 333249289 filed sec october 21 2020 108 administrative support agreement dated october 27 2020 registrant atlas crest investment llc incorporated reference exhibit 105 company’s current report form 8k file 00139668 filed sec november 2 2020 1010 sponsor letter agreement dated february 10 2021 registrant atlas crest investment llc archer aviation inc executive officers directors registrant incorporated reference exhibit 101 company’s current report form 8k file 00139668 filed sec february 10 2021 1011 form subscription agreement incorporated reference exhibit 102 company’s current report form 8k file 00139668 filed sec february 10 2021 power attorney included signature page annual report form 10k 311 certification chief executive officer rule 13a14a rule 15d14a 312 certification chief financial officer rule 13a14a rule 15d14a certification pursuant section 906 sarbanesoxley act 2002 101ins xbrl instance document 101sch xbrl taxonomy extension schema 101cal xbrl taxonomy calculation linkbase 101lab xbrl taxonomy label linkbase 101pre xbrl definition linkbase document 101def xbrl definition linkbase document filed herewith furnished herewith 1 incorporated reference company’s form • filed sec • signatures pursuant requirements securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized atlas crest investment corp date march 8 2021 michael spellacy name michael spellacy title chief executive officer power attorney know persons presents person whose signature appears constitutes appoints kenneth moelis michael spellacy one true lawful attorneyinfact agent full power substitution resubstitution name place stead capacities sign amendments annual report form 10k file exhibits thereto documents connection therewith united states securities exchange commission granting unto said attorneysinfact agents full power authority perform every act thing requisite necessary done connection therewith fully intents purposes might could person hereby ratifying confirming said attorneysinfact agents substitutes substitute may lawfully cause done virtue hereof pursuant requirements securities exchange act 1934 amended annual report form 10k signed following persons behalf registrant capacities dates indicated name position date kenneth moelis kenneth moelis chairman board march 8 2021 michael spellacy michael spellacy chief executive officer director principal executive officer march 8 2021 christopher callesano christopher callesano chief financial principal accounting officer march 8 2021 david fox david fox director march 8 2021 todd lemkin todd lemkin director march 8 2021 eileen murray eileen murray director march 8 2021 emanuel pearlman emanuel pearlman director march 8 2021 atlas crest investment corp report independent registered public accounting firm stockholders board directors atlas crest investment corp opinion financial statements audited accompanying balance sheet atlas crest investment corp “company” december 31 2020 related statements operations changes stockholders’ equity cash flows period august 26 2020 inception december 31 2020 related notes collectively referred “financial statements” opinion financial statements present fairly material respects financial position company december 31 2020 results operations cash flows period august 26 2020 inception december 31 2020 conformity accounting principles generally accepted united states america basis opinion financial statements responsibility companys management responsibility express opinion companys financial statements based audit public accounting firm registered public company accounting oversight board united states pcaob required independent respect company accordance us federal securities laws applicable rules regulations securities exchange commission pcaob conducted audit accordance standards pcaob standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement whether due error fraud company required engaged perform audit internal control financial reporting part audit required obtain understanding internal control financial reporting purpose expressing opinion effectiveness companys internal control financial reporting accordingly express opinion audit included performing procedures assess risks material misstatement financial statements whether due error fraud performing procedures respond risks procedures included examining test basis evidence regarding amounts disclosures financial statements audit also included evaluating accounting principles used significant estimates made management well evaluating overall presentation financial statements believe audit provides reasonable basis opinion marcum llp marcum llp served company’s auditor since 2020 new york ny march 8 2021 atlas crest investment corp balance sheet december 31 2020 1 excludes 1875000 shares class b common stock forfeited underwriter due expiration overallotment option occurring december 2020 see note 5 accompanying notes integral part financial statements atlas crest investment corp statement operations period august 26 2020 inception december 31 2020 accompanying notes integral part financial statements atlas crest investment corp statement changes stockholders equity period august 26 2020 inception december 31 2020 1 upon expiration overallotment option december 2020 1875000 shares class b common stock forfeited see note 5 accompanying notes integral part financial statements atlas crest investment corp statement cash flows period august 26 2020 inception december 31 2020 accompanying notes integral part financial statements atlas crest investment corp notes financial statements december 31 2020 note 1 description organization business operations atlas crest investment corp “company” atlas blank check company incorporated delaware august 26 2020 company formed purpose effectuating merger capital stock exchange asset acquisition stock purchase reorganization similar business combination one businesses “business combination” company early stage emerging growth company subject risks associated early stage emerging growth companies december 31 2020 company commenced operations activity period august 26 2020 inception december 31 2020 relates company’s formation initial public offering “initial public offering” described since closing initial public offering search prospective initial business combination company generate operating revenues completion initial business combination earliest company generate nonoperating income form interest income gains investments cash investments held trust account proceeds derived initial public offering registration statement companys initial public offering declared effective october 27 2020 october 30 2020 company consummated initial public offering 50000000 units “units” respect shares class common stock included units sold “public shares” 1000 per unit generating gross proceeds 500000000 discussed note 3 following closing initial public offering october 30 2020 amount 500000000 1000 per unit net proceeds sale units initial public offering sale private placement warrants defined note 4 placed trust account “trust account” invested us government securities within meaning set forth section 2a16 investment company act 1940 amended “investment company act” maturity 185 days less openended investment company holds money market fund meeting conditions rule 2a7 investment company act determined company earlier consummation business combination ii distribution funds trust account company’s stockholders described transaction costs related issuances described amounted 10534144 consisting 10000000 underwriting fees 534144 costs addition december 31 2020 925923 cash held outside trust account available working capital purposes company’s management broad discretion respect specific application net proceeds initial public offering sale private placement warrants although substantially net proceeds intended applied generally toward consummating business combination new york stock exchange rules provide business combination must one target businesses together fair market value equal least 80 balance trust account excluding taxes payable income earned trust account time signing definitive agreement enter business combination company complete business combination posttransaction company owns acquires 50 outstanding voting securities target otherwise acquires controlling interest target sufficient required register investment company investment company act 1940 assurance company able successfully effect business combination atlas crest investment corp notes financial statements december 31 2020 company provide holders outstanding public shares “public stockholders” opportunity redeem portion public shares upon completion business combination either connection stockholder meeting called approve business combination ii means tender offer decision whether company seek stockholder approval business combination conduct tender offer made company solely discretion public stockholders entitled redeem public shares pro rata portion amount trust account initially anticipated 1000 per public share plus pro rata interest earned funds held trust account previously released company pay tax obligations redemption rights upon completion business combination respect company’s warrants public shares subject redemption recorded redemption value classified temporary equity upon completion initial public offering accordance financial accounting standards board’s accounting standards codification “asc” topic 480 distinguishing liabilities equity company proceed business combination company net tangible assets least 5000001 either prior upon consummation business combination company seeks stockholder approval majority shares voted favor business combination stockholder vote required law company decide hold stockholder vote business reasons company pursuant amended restated certificate incorporation conduct redemptions pursuant tender offer rules us securities exchange commission “sec” file tender offer documents sec prior completing business combination however stockholder approval business combination required law company decides obtain stockholder approval business reasons company offer redeem shares conjunction proxy solicitation pursuant proxy rules pursuant tender offer rules company seeks stockholder approval connection business combination atlas crest investment llc sponsor agreed vote founder shares defined note 5 public shares purchased initial public offering favor approving business combination additionally public stockholder may elect redeem public shares irrespective whether vote proposed business combination vote notwithstanding company seeks stockholder approval business combination conduct redemptions pursuant tender offer rules amended restated certificate incorporation provides public stockholder together affiliate stockholder person stockholder acting concert “group” defined section 13 securities exchange act 1934 amended “exchange act” restricted redeeming shares respect aggregate 15 public shares without prior consent company sponsor agreed waive redemption rights respect founder shares public shares held connection completion business combination b waive liquidation rights respect founder shares company fails complete business combination within 24 months closing initial public offering c propose amendment amended restated certificate incorporation modify substance timing company’s obligation allow redemption connection company’s initial business combination redeem 100 public shares company complete business combination ii respect provision relating stockholders’ rights preinitial business combination activity unless company provides public stockholders opportunity redeem public shares conjunction amendment atlas crest investment corp notes financial statements december 31 2020 company 24 months closing initial public offering complete business combination “combination period” company unable complete business combination within combination period company cease operations except purpose winding ii promptly reasonably possible ten business days thereafter redeem public shares pershare price payable cash equal aggregate amount deposit trust account including interest earned funds held trust account previously released company pay tax obligations less 100000 interest pay dissolution expenses divided number outstanding public shares redemption completely extinguish public stockholders’ rights stockholders including right receive liquidating distributions iii promptly reasonably possible following redemption subject approval company’s remaining stockholders company’s board directors dissolve liquidate subject case company’s obligations delaware law provide claims creditors requirements applicable law redemption rights liquidating distributions respect company’s warrants expire worthless company fails complete business combination within combination period order protect amounts held trust account sponsor agreed liable company extent claims third party services rendered products sold company prospective target business company discussed entering transaction agreement reduce amount funds trust account 1 1000 per public share 2 actual amount per public share held trust account date liquidation trust account due reductions value trust assets case net interest may withdrawn pay taxes liability apply respect claims third party executed waiver rights seek access trust account except claims company’s indemnity underwriters initial public offering certain liabilities including liabilities securities act 1933 amended “securities act” moreover event executed waiver deemed unenforceable third party sponsor responsible extent liability thirdparty claims company seek reduce possibility sponsor indemnify trust account due claims creditors endeavoring vendors service providers except company’s independent registered public accounting firm prospective target businesses entities company business execute agreements company waiving right title interest claim kind monies held trust account liquidity december 31 2020 company 925923 cash held outside trust account working capital 1260964 company’s liquidity needs prior consummation initial public offering satisfied proceeds 25000 sale founder shares loan 300000 unsecured noninterest bearing promissory note see note 5 subsequent consummation initial public offering company’s liquidity needs satisfied net proceeds private placement held outside trust account based foregoing management believes company sufficient working capital borrowing capacity meet needs earlier consummation business combination one year filing time period company using funds held outside trust account paying existing accounts payable accrued liabilities identifying evaluating prospective initial business combination candidates performing due diligence prospective target businesses paying travel expenditures selecting target business merge acquire structuring negotiating consummating business combination atlas crest investment corp notes financial statements december 31 2020 risks uncertainties management currently evaluating impact covid19 pandemic industry concluded reasonably possible virus could negative effect company’s financial position results operations andor search target company specific impact readily determinable date financial statements financial statements include adjustments might result outcome uncertainty note 2 summary significant accounting policies basis presentation accompanying financial statements company presented conformity accounting principles generally accepted united states america “gaap” pursuant rules regulations sec emerging growth company “emerging growth company” defined section 2a securities act modified jumpstart business startups act 2012 “jobs act” may take advantage certain exemptions various reporting requirements applicable public companies emerging growth companies including limited required comply independent registered public accounting firm attestation requirements section 404 sarbanesoxley act reduced disclosure obligations regarding executive compensation periodic reports proxy statements exemptions requirements holding nonbinding advisory vote executive compensation stockholder approval golden parachute payments previously approved section 102b1 jobs act exempts emerging growth companies required comply new revised financial accounting standards private companies securities act registration statement declared effective class securities registered exchange act required comply new revised financial accounting standards jobs act provides company elect opt extended transition period comply requirements apply nonemerging growth companies election opt irrevocable company elected opt extended transition period means standard issued revised different application dates public private companies company emerging growth company adopt new revised standard time private companies adopt new revised standard may make comparison company’s financial statements another public company neither emerging growth company emerging growth company opted using extended transition period difficult impossible potential differences accounting standards used use estimates preparation financial statements conformity gaap requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amounts revenues expenses reporting period atlas crest investment corp notes financial statements december 31 2020 making estimates requires management exercise significant judgment least reasonably possible estimate effect condition situation set circumstances existed date financial statements management considered formulating estimate could change near term due one future confirming events accordingly actual results could differ significantly estimates cash equivalents company considers shortterm investments original maturity three months less purchased cash equivalents company cash equivalents december 31 2020 investments held trust account december 31 2020 assets held trust account held us treasury securities classified trading common stock subject possible redemption company accounts common stock subject possible redemption accordance guidance asc topic 480 distinguishing liabilities equity common stock subject mandatory redemption classified liability instrument measured fair value conditionally redeemable common stock including common stock features redemption rights either within control holder subject redemption upon occurrence uncertain events solely within company’s control classified temporary equity times common stock classified stockholders’ equity company’s common stock features certain redemption rights considered outside company’s control subject occurrence uncertain future events december 31 2020 49635954 shares class common stock subject possible redemption presented redemption value temporary equity outside stockholders’ equity section company’s balance sheet offering costs associated initial public offering company complies requirements asc 34010s991 sec staff accounting bulletin topic 5a expenses offering costs consist principally professional registration fees incurred balance sheet date related initial public offering charged stockholders’ equity upon completion initial public offering accordingly december 31 2020 offering costs aggregate 10534144 charged stockholders’ equity consisting 10000000 underwriting discount 534144 offering costs income taxes company complies accounting reporting requirements asc topic 740 income taxes requires asset liability approach financial accounting reporting income taxes deferred income tax assets liabilities computed differences financial statement tax bases assets liabilities result future taxable deductible amounts based enacted tax laws rates applicable periods differences expected affect taxable income valuation allowances established necessary reduce deferred tax assets amount expected realized atlas crest investment corp notes financial statements december 31 2020 asc topic 740 prescribes recognition threshold measurement attribute financial statement recognition measurement tax positions taken expected taken tax return benefits recognized tax position must morelikelythannot sustained upon examination taxing authorities company recognizes accrued interest penalties related unrecognized tax benefits income tax expense unrecognized tax benefits amounts accrued interest penalties december 31 2020 company currently aware issues review could result significant payments accruals material deviation position company subject income tax examinations major taxing authorities since inception net earnings loss per share net earnings loss per share computed dividing net earnings weightedaverage number shares common stock outstanding period company considered effect warrants sold public offering private placement purchase aggregate 24666667 shares calculation diluted loss per share since exercise warrants contingent upon occurrence future events inclusion warrants would antidilutive company’s statement operations includes presentation earnings loss per share common shares subject possible redemption applies twoclass method calculating earnings loss per share net earnings per common share basic diluted class redeemable common stock calculated dividing allocable interest income earned trust account net applicable franchise income taxes weighted average number class redeemable common stock outstanding since original issuance net loss per share basic diluted class b nonredeemable common stock calculated dividing net loss adjusted income attributable class redeemable common stock weighted average number class b nonredeemable common stock outstanding period class b nonredeemable common stock includes founder shares redemption features participate income earned trust account following table reflects calculation basic diluted net income loss per common share dollars except per share amounts concentration credit risk financial instruments potentially subject company concentration credit risk consist cash account financial institution times may exceed federal depository insurance coverage 250000 company experienced losses account management believes company exposed significant risks account fair value financial instruments company applies asc topic 820 fair value measurement “asc 820” establishes framework measuring fair value clarifies definition fair value within framework asc 820 defines fair value exit price would received asset paid transfer liability company’s principal advantageous market orderly transaction market participants measurement date fair value hierarchy established asc 820 generally requires entity maximize use observable inputs minimize use unobservable inputs measuring fair value observable inputs reflect assumptions market participants would use pricing asset liability developed based market data obtained sources independent reporting entity unobservable inputs reflect entity’s assumptions based market data entity’s judgments assumptions market participants would use pricing asset liability developed based best information available circumstances atlas crest investment corp notes financial statements december 31 2020 carrying amounts reflected balance sheet cash prepaid expenses accrued offering costs approximate fair value due shortterm nature level 1 assets liabilities unadjusted quoted prices listed active market exchanges inputs fair value measurement observable inputs quoted prices active markets identical assets liabilities level 2 inputs fair value measurement determined using prices recently traded assets liabilities similar underlying terms well direct indirect observable inputs interest rates yield curves observable commonly quoted intervals level 3 inputs fair value measurement unobservable inputs estimates assumptions valuation techniques little market data exists assets liabilities recent accounting standards management believe recently issued yet effective accounting standards currently adopted would material effect company’s financial statements note 3 initial public offering registration statement company’s initial public offering declared effective october 27 2020 october 30 2020 company completed initial public offering 50000000 units 1000 per unit generating gross proceeds 500000000 unit consisted one share class common stock 00001 par value onethird one redeemable warrant “public warrant” public warrant entitles holder purchase one share class common stock exercise price 1150 per whole share see note 7 company granted underwriter 45day option purchase 7500000 additional units cover overallotments initial public offering price less underwriting discounts commissions overallotment option expired without exercised part underwriter paid cash underwriting discount 020 per unit 10000000 aggregate upon closing initial public offering note 4 private placement simultaneously closing initial public offering company consummated sale 8000000 warrants price 150 per warrant private placement “private placement warrants” sponsor generating gross proceeds 12000000 private placement warrant exercisable purchase one share class common stock price 1150 per share proceeds sale private placement warrants added net proceeds initial public offering held trust account company complete business combination within combination period proceeds sale private placement warrants used fund redemption public shares subject requirements applicable law private placement warrants expire worthless atlas crest investment corp notes financial statements december 31 2020 note 5 related party transactions founder shares september 4 2020 sponsor paid 25000 consideration 14375000 shares class b common stock “founder shares” founder shares included aggregate 1875000 shares subject forfeiture sponsor extent underwriter’s overallotment exercised full part sponsor would collectively asconverted basis 20 company’s issued outstanding shares initial public offering assuming sponsor purchase public shares initial public offering upon expiration overallotment option december 2020 1875000 shares class b common stock forfeited resulting aggregate 12500000 founder shares outstanding sponsor agreed transfer assign sell founder shares earlier occur one year completion business combination b date company completes liquidation merger capital stock exchange similar transaction results company’s stockholders right exchange shares common stock cash securities property notwithstanding foregoing last sale price company’s class common stock equals exceeds 1200 per share adjusted stock splits stock dividends reorganizations recapitalizations like 20 trading days within 30trading day period commencing least 150 days business combination founder shares released lockup promissory note related party september 11 2020 company issued unsecured promissory note sponsor “promissory note” pursuant company received proceeds 300000 cover expenses related initial public offering promissory note noninterest bearing payable earlier march 31 2021 completion initial public offering outstanding balance promissory note 300000 repaid closing initial public offering october 30 2020 administrative support agreement company entered agreement commencing effective date initial public offering pay sponsor total 10000 per month office space secretarial administrative support upon completion business combination company’s liquidation company cease paying monthly fees see note 6 business combination marketing agreement additional related party transactions note 6 commitments registration rights holders founder shares private placement warrants may issued upon conversion working capital loans defined shares class common stock issuable upon exercise private placement warrants may issued upon conversion working capital loans upon conversion founder shares entitled registration rights pursuant registration rights agreement signed prior effective date initial public offering requiring company register securities resale case founder shares conversion class common stock holders securities entitled make three demands excluding short form demands company register securities addition holders certain “piggyback” registration rights respect registration statements filed subsequent completion business combination registration rights agreement contain liquidating damages cash settlement provisions resulting delays registering company’s securities company bear expenses incurred connection filing registration statements atlas crest investment corp notes financial statements december 31 2020 business combination marketing agreement company engaged representative underwriters moelis company llc affiliate sponsor connection business combination assist company holding meetings stockholders discuss potential business combination target business’ attributes introduce company potential investors interested purchasing company’s securities connection business combination assist company obtaining stockholder approval business combination assist company press releases public filings connection business combination company pay representative underwriters moelis company llc cash fee services upon consummation business combination 225 11250000 125 6250000 respectively 35 17500000 aggregate gross proceeds offering including gross proceeds full partial exercise underwriters’ overallotment option portion fee may reallocated paid members assist company consummating business combination related party loans order finance transaction costs connection business combination sponsor affiliate sponsor certain company’s directors officers may obligated loan company funds may required “working capital loans” company completes business combination company would repay working capital loans proceeds trust account released company otherwise working capital loans would repaid funds held outside trust account event business combination close company may use portion proceeds held outside trust account repay working capital loans proceeds held trust account would used repay working capital loans except foregoing terms working capital loans determined written agreements exist respect loans working capital loans would either repaid upon consummation business combination without interest lender’s discretion 1500000 working capital loans may convertible warrants postbusiness combination entity price 150 per warrant warrants would identical private placement warrants note 7 stockholders equity preferred stock company authorized issue 1000000 shares 00001 par value preferred stock december 31 2020 shares preferred stock issued outstanding class common stock company authorized issue 200000000 shares class 00001 par value common stock holders companys common stock entitled one vote share december 31 2020 364046 shares class common stock issued outstanding class b common stock company authorized issue 20000000 shares class b 00001 par value common stock holders companys common stock entitled one vote share december 31 2020 12500000 shares class b common stock issued outstanding december 2020 underwriters’ overallotment option expired result sponsor forfeited 1875000 shares class b common stock atlas crest investment corp notes financial statements december 31 2020 holders class common stock class b common stock vote together single class matters submitted vote shareholders except required law shares class b common stock automatically convert shares class common stock upon consummation business combination oneforone basis subject adjustment case additional shares class common stock equitylinked securities issued deemed issued connection business combination number shares class common stock issuable upon conversion founder shares equal aggregate asconverted basis 20 total number shares class common stock outstanding conversion including total number shares class common stock issued deemed issued issuable upon conversion exercise equitylinked securities rights issued deemed issued company connection relation consummation business combination excluding shares class common stock equitylinked securities rights exercisable convertible shares class common stock issued seller business combination private placement warrants issued sponsor officers directors upon conversion working capital loans provided conversion founder shares never occur less oneforone basis warrants public warrants may exercised whole number shares fractional shares issued upon exercise public warrants public warrants exercisable later 30 days consummation business combination b 12 months closing initial public offering public warrants expire five years consummation business combination earlier upon redemption liquidation company obligated deliver class common stock pursuant exercise public warrant obligation settle public warrant exercise unless registration statement securities act covering issuance class common stock issuable upon exercise public warrants effective prospectus relating thereto current subject company satisfying obligations respect registration warrant exercisable company obligated issue shares class common stock upon exercise warrant unless class common stock issuable upon warrant exercise registered qualified deemed exempt securities laws state residence registered holder warrants company agreed soon practicable event later 15 business days closing business combination use best efforts file sec registration statement registration securities act class common stock issuable upon exercise warrants company use best efforts cause become effective maintain effectiveness registration statement current prospectus relating thereto expiration warrants accordance provisions warrant agreement registration statement covering shares class common stock issuable upon exercise warrants effective sixtieth 60th business day closing business combination warrant holders may time effective registration statement period company failed maintain effective registration statement exercise warrants “cashless basis” accordance section 3a9 securities act another exemption notwithstanding class common stock time exercise warrant listed national securities exchange satisfy definition “covered security” section 18b1 securities act company may option require holders public warrants exercise warrants “cashless basis” accordance section 3a9 securities act event company elect company required file maintain effect registration statement event company elect company use best efforts register qualify shares applicable blue sky laws extent exemption available atlas crest investment corp notes financial statements december 31 2020 public warrants become exercisable company may redeem public warrants redemption • whole part • price 001 per public warrant • upon less 30 days’ prior written notice redemption warrant holder • closing price common stock equals exceeds 1800 per share adjusted stock splits stock dividends reorganizations recapitalizations like 20 trading days within 30trading day period commencing warrants become exercisable ending three business days company sends notice redemption warrant holders warrants become redeemable company may exercise redemption right even company unable register qualify underlying securities sale applicable state securities laws exercise price number class common stock issuable upon exercise public warrants may adjusted certain circumstances including event share dividend extraordinary dividend recapitalization reorganization merger consolidation however except described public warrants adjusted issuances class common stock price exercise price additionally event company required net cash settle public warrants company unable complete business combination within combination period company liquidates funds held trust account holders public warrants receive funds respect public warrants receive distribution company’s assets held outside trust account respect public warrants accordingly public warrants may expire worthless addition x company issues additional shares class common stock equitylinked securities capital raising purposes connection closing initial business combination issue price effective issue price less 920 per share class common stock issue price effective issue price determined good faith company’s board directors case issuance sponsor affiliates without taking account founder shares held sponsor affiliates applicable prior issuance “newly issued price” aggregate gross proceeds issuances represent 60 total equity proceeds interest thereon available funding company’s initial business combination date consummation initial business combination net redemptions z volume weighted average trading price company’s common stock 20 trading day period starting trading day prior day company consummates initial business combination price “market value” 920 per share exercise price warrants adjusted nearest cent equal 115 higher market value newly issued price 1800 per share redemption trigger price described adjusted nearest cent equal 180 higher market value newly issued price atlas crest investment corp notes financial statements december 31 2020 private placement warrants identical public warrants underlying units sold initial public offering except private placement warrants common shares issuable upon exercise private placement warrants transferable assignable salable 30 days completion business combination subject certain limited exceptions additionally private placement warrants exercisable cashless basis nonredeemable long held initial purchasers permitted transferees private placement warrants held someone initial purchasers permitted transferees private placement warrants redeemable company exercisable holders basis public warrants note 9 income tax company’s net deferred tax assets liabilities december 31 2020 follows income tax provision period august 26 inception december 31 2020 consists following december 31 2020 company available us federal operating loss carry forwards approximately 70000 may carried forward indefinitely assessing realization deferred tax assets management considers whether likely portion deferred tax assets realized ultimate realization deferred tax assets dependent upon generation future taxable income periods temporary differences representing future deductible amounts become deductible management considers scheduled reversal deferred tax assets projected future taxable income tax planning strategies making assessment consideration information available management believes significant uncertainty exists respect future realization deferred tax assets therefore established full valuation allowance period ended december 31 2020 valuation allowance 27174 atlas crest investment corp notes financial statements december 31 2020 reconciliation federal income tax rate company’s effective tax rate december 31 2020 follows company files income tax returns us federal jurisdiction new york remain open subject examination note 9 fair value measurements following table presents information company’s financial assets measured fair value recurring basis december 31 2020 indicates fair value hierarchy valuation inputs company utilized determine fair value transfers tofrom levels 1 2 3 recognized end reporting periods transfers levels hierarchy year ended december 31 2020 note 10 subsequent events business combination agreement february 10 2021 company entered business combination agreement may amended supplemented otherwise modified time “business combination agreement” among company artemis acquisition sub inc delaware corporation “artemis merger sub” archer aviation inc delaware corporation “archer” business combination agreement transactions contemplated thereby approved boards directors company archer atlas crest investment corp notes financial statements december 31 2020 business combination agreement provides among things following transactions date closing business combination “closing” atlas amend restate certificate incorporation “postclosing atlas certificate incorporation” pursuant among things atlas dual class share structure shares class common stock carry voting rights form one vote per share “new class common stock” b shares class b common stock carry voting rights form ten votes per share “new class b common stock” together new class common stock “new atlas common stock” ii artemis merger sub merge archer surviving company merger giving effect merger continuing whollyowned subsidiary atlas “merger” merger transactions contemplated business combination agreement hereinafter referred “business combination” business combination expected close second quarter 2021 following receipt required approval atlas’ stockholders fulfillment customary closing conditions accordance terms subject conditions business combination agreement effective time merger outstanding shares common stock preferred stock archer converted right receive number shares new class b common stock determined basis implied archer equity value 2525000000 “implied equity value” ii stock awards whether vested unvested purchase archer common stock converted stock awards purchase number shares new class b common stock based exchange ratio derived implied equity value iii outstanding warrants whether vested unvested purchase archer common stock converted warrants purchase number shares new class b common stock determined basis implied equity value former archer equity holders right convert shares new class b common stock shares new class common stock pursuant postclosing atlas certificate incorporation pipe financing private placement concurrently execution business combination agreement company entered subscription agreements “subscription agreements” certain investors pursuant subscription agreements investor agreed subscribe purchase company agreed issue sell investors closing date defined business combination agreement immediately following closing defined business combination agreement aggregate 60000000 shares companys class common stock purchase price 1000 per share aggregate gross proceeds 600 million “pipe financing” closing pipe financing contingent upon among things substantially concurrent consummation business combination subscription agreements provide atlas grant investors pipe financing certain customary registration rights