Atlas Crest Investment Corp. has filed an S-4 registration form with the U.S. Securities and Exchange Commission, spelling out details of its merger with eVTOL aircraft developer Archer Aviation. The March 8 filing came almost a month after Archer and the special purpose acquisition company (SPAC) announced plans for a $1.1 billion share flotation.
The document provides an interesting snapshot as to how SPAC-backed flotations, which are set to be a funding trend in the advanced air mobility sector, are structured. Though the process is somewhat hard to follow without guidance from a corporate attorney, the bottom line is that Atlas must seek approval from shareholders for the merger, which is due to be completed in the second quarter of 2021.
The filing shows that the basis for calculating the number of Class B shares in New Archer is based on an implied equity value for the company of $2.5 billion. On top of this, the deal includes $600 million in PIPE financing from existing investors. While the equity holdings of cofounders Brett Adcock and Adam Goldstein are subject to a six-month lock-up, the PIPE investors are free to liquidate their holdings at will.
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