Tuesday, 16 February 2021

Mesa and United Airlines to Invest in Archer Aviation to Decarbonize Air Travel

Mesa Air Group, working with United Airlines, has reached an agreement in principle with air mobility company, Archer Aviation, as part of the airline’s effort to invest in emerging technologies that decarbonize air travel.

In connection with the agreement, which remains subject to final documentation, Mesa will receive 20% of United’s warrant to purchase 14,645,614 shares of Archer’s common stock with a $0.01 per share exercise price such that Mesa will receive a warrant exercisable for 2,929,123 shares (the “Mesa Warrant”). The Mesa Warrant will be subject to vesting upon the achievement of certain milestones and conditions. Vesting occurs as follows, subject to vesting acceleration under certain circumstances:


(i) 40% of the shares are vested immediately upon receipt of the Mesa Warrant;

(ii) 20% of the shares vest upon the closing of Mesa’s investment in the proposed PIPE transaction or a similar financing transaction;

(iii) 10% of the shares vest upon the approval of the Aircraft’s final type certificate by the FAA but only so long as the United-Archer Purchase Agreement or Collaboration Agreement is in effect on the date that such type certificate is issued; and

(iv) 30% of the shares shall vest on a pro rata basis (based on the number of Aircraft (excluding the option) deliverable under the Purchase Agreement) upon the purchase of each Aircraft as set forth in the Purchase Agreement.

(v) Concurrently with the execution of the Business Combination Agreement, Atlas entered into subscription agreements for a PIPE (Private Placement) Financing transaction. As part of the agreement with United and Archer, Mesa agreed to acquire 500,000 shares of Atlas’ Class A Common Stock in the Private Placement for a purchase price of $10.00 per share, or $5 million.

Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 114 cities in 39 states, the District of Columbia, the Bahamas, Canada, and Mexico as well as cargo services out of Cincinnati/Northern Kentucky International Airport. As of January 31st, 2021, Mesa operated a fleet of 160 aircraft with approximately 393 daily departures and 3,700 employees. Mesa operates all of its flights as either American Eagle, United Express, or DHL Express flights pursuant to the terms of capacity purchase agreements entered into with American Airlines, Inc., United Airlines, Inc., and DHL.

Archer’s mission is to advance the benefits of sustainable air mobility. Archer is creating the world’s first electric airline that moves people throughout the world's cities in a quick, safe, sustainable, and cost-effective manner. As the world’s only vertically integrated airline company, Archer is designing, and plans to manufacture and operate, a fully electric vertical takeoff and landing aircraft that can carry passengers for 60 miles at speeds of up to 150 mph while producing minimal noise. Archer's team is based in Palo Alto, CA.

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