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

PHOENIX, Feb. 11, 2021 (GLOBE NEWSWIRE) -- Mesa Air Group, Inc. (NASDAQ: MESA), 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 (the “United Warrant”) 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.

About Mesa Air Group, Inc.

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.

About Archer

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. To learn more, visit .

Forward-Looking Statements

Certain statements contained in this press release that are not historical facts contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to the “safe harbor” created by those sections. Forward-looking statements can be identified by the use of words such as “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximate” or “plan,” or the negative of these words and phrases or similar words or phrases. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. For more information on risk factors for Mesa Air Group, Inc.’s business, please refer to the periodic reports the Company files with the Securities and Exchange Commission from time to time. Many of the risks identified in the periodic reports have been and will continue to be heightened as a result of the ongoing and numerous adverse effects arising from the COVID-19 pandemic. These forward-looking statements herein speak only as of the date of this press release and should not be relied upon as predictions of future events. Mesa Air Group, Inc. expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in Mesa Air Group, Inc.’s expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except as required by law.

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