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Investors who held Atlas Crest Investment Corp. Class A common stock as of Sept. 10, 2021, and did not redeem all of their shares in connection with the company's merger with Archer Aviation Inc. may be eligible to claim a cash payment from a class action settlement.
Kenneth Moelis, Michael Spellacy, Emanuel Pearlman, David Fox and Eileen Murray agreed to pay $15 million to settle a stockholder class action lawsuit alleging Atlas Crest's sponsor, directors and officers impaired Class A stockholders' right to make an informed redemption decision before the merger.
Who can file a claim?
The settlement includes all record and beneficial holders of Atlas Crest Class A common stock who held their shares as of Sept. 10, 2021, and did not redeem all or some of those shares.
Additional details
- Both individuals and entities can be class members.
- The actual beneficial owner or a legal representative must submit the claim.
- Joint owners must each sign the claim form.
- Executors, administrators, guardians, conservators and trustees may submit claims on behalf of others and must provide proof of authority.
- Each separate legal entity must submit only one claim.
- The class is certified solely for settlement purposes and is a non-opt-out class under Delaware Court of Chancery rules 23(a), 23(b)(1) and 23(b)(2), meaning class members cannot exclude themselves from the settlement.
How much is the securities payout?
The total settlement fund is $15,000,000. The amount each class member will receive depends on several factors:
- The number of valid claims submitted
- The number of eligible shares held as of Sept. 10, 2021
- Whether and when the class member sold shares
- The total losses of all claimants
The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:
- The settlement administrator will calculate a total loss for each eligible share held after the redemption deadline on Sept. 10, 2021, using the court-approved plan of allocation:
- Each formula uses the $10 redemption price and adds a nominal amount of $0.10 per share.
- For shares sold after Sept. 10, 2021, and before the close of trading on May 16, 2024, for less than $10, the total loss is $10 minus the sale price plus $0.10.
- For shares sold for $10 or more, the total loss is $0.10.
- For shares held as of the close of trading on May 16, 2024, the total loss is $10 minus $3.81, the closing price of Archer common stock that day, plus $0.10.
- Shares redeemed in connection with the merger have no total loss.
- The settlement administrator will set any total loss that calculates to a negative number to zero.
- Each claimant's payment equals their total loss divided by the combined total losses of all claimants times the net settlement fund.
- Class members whose payment would be less than $10 will not receive a payout.
How to claim an Atlas Crest stockholder class action settlement payment
Class members may file a claim online or download, print and complete the PDF claim form and mail it to the settlement administrator. The claim deadline is Jan. 4, 2027.
Settlement administrator's mailing address: Atlas Crest Stockholder Litigation, c/o JND Legal Administration, P.O. Box 91241, Seattle, WA 98111
Proof or documentation required to submit a claim
All class members must provide the last four digits of their Social Security number or taxpayer identification number. They must also provide holdings and transaction information, including:
- Number of Atlas Crest Class A shares held as of Sept. 10, 2021
- Trade dates for purchases and sales from Sept. 10, 2021, through May 16, 2024
- Number of shares purchased, acquired or sold
- Total purchase, sale or acquisition price
- Number of Archer shares held as of May 16, 2024
Class members must also provide documentation to support their holdings and transactions. Acceptable proof includes:
- Broker confirmation slips
- Broker statements
- Other documents showing the class member's holdings and transactions
Payout options
- Physical check
$15 million settlement fund
The $15,000,000 settlement fund includes:
- Settlement administration costs: To be determined
- Attorneys' fees: Up to $3,000,000
- Attorneys' expenses: To be determined
- Service awards to plaintiffs: Up to $7,500 total
- Payments to eligible class members: Remainder of the fund
Important dates
- Fairness hearing: Dec. 3, 2026
- Deadline to file a claim: Jan. 4, 2027
When is the Atlas Crest stockholder class action settlement payout date?
The settlement administrator will issue payments after it processes all claims and the court resolves any appeals and grants final approval of the settlement.
Why did this class action settlement happen?
The class action lawsuit alleged Atlas Crest's sponsor, directors and officers caused the company to make false and misleading statements about the benefits of its merger with Archer. The plaintiffs claimed these breaches of fiduciary duty dissuaded stockholders from redeeming their shares for $10 each.
The defendants denied all allegations of wrongdoing but agreed to settle to avoid the burden, expense, inconvenience and distraction of continued litigation.
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