Archer Aviation Files 8-K/A Amendment
Ticker: ACHR-WT · Form: 8-K/A · Filed: Jul 5, 2024 · CIK: 1824502
Sentiment: neutral
Topics: amendment, corporate-governance, securities
Related Tickers: ACHR
TL;DR
Archer Aviation filed an 8-K/A amendment on June 21, 2024, updating corporate and security holder info.
AI Summary
Archer Aviation Inc. filed an 8-K/A amendment on June 21, 2024, related to its Articles of Incorporation and matters submitted to a vote of security holders. This filing amends previous information and confirms details regarding its common stock and warrants.
Why It Matters
This amendment clarifies corporate actions and security holder matters for Archer Aviation, providing updated information to investors.
Risk Assessment
Risk Level: low — This is a routine amendment filing, not indicating new material events or financial changes.
Key Players & Entities
- Archer Aviation Inc. (company) — Registrant
- June 21, 2024 (date) — Date of Report
- 190 West Tasman Drive, San Jose, CA 95134 (location) — Principal executive offices address
- Atlas Crest Investment Corp. (company) — Former company name
FAQ
What is the purpose of this 8-K/A filing?
This 8-K/A filing serves as an amendment to previous filings, specifically addressing amendments to the Articles of Incorporation or Bylaws and the submission of matters to a vote of security holders.
What is the date of the report for this filing?
The date of the report for this 8-K/A filing is June 21, 2024.
What is the principal executive office address of Archer Aviation Inc.?
The principal executive office address of Archer Aviation Inc. is 190 West Tasman Drive, San Jose, CA 95134.
Was Archer Aviation Inc. previously known by another name?
Yes, Archer Aviation Inc. was formerly known as Atlas Crest Investment Corp., with a name change date of September 11, 2020.
What types of securities are mentioned in relation to the filing date?
The filing mentions common stock (us-gaap:CommonClassAMember) and warrants (us-gaap:WarrantMember) in relation to the date June 21, 2024.
Filing Stats: 922 words · 4 min read · ~3 pages · Grade level 12.5 · Accepted 2024-07-05 17:28:21
Key Financial Figures
- $0.0001 — tered Class A common stock, par value $0.0001 per share ACHR New York Stock Exchange
- $11.50 — A common stock at an exercise price of $11.50 per share ACHR WS New York Stock Exchan
Filing Documents
- achr-20240621.htm (8-K/A) — 34KB
- certificate_ofxcorrectio.htm (EX-3.1) — 2KB
- certificate_ofxcorrectio001.jpg (GRAPHIC) — 106KB
- 0001628280-24-031320.txt ( ) — 347KB
- achr-20240621.xsd (EX-101.SCH) — 2KB
- achr-20240621_def.xml (EX-101.DEF) — 16KB
- achr-20240621_lab.xml (EX-101.LAB) — 27KB
- achr-20240621_pre.xml (EX-101.PRE) — 16KB
- achr-20240621_htm.xml (XML) — 4KB
03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 24, 2024, following the Annual Meeting, the Company filed the June 24, 2024 Charter Amendment with the Delaware Secretary of State. On July 5, 2024, the Company filed a Certificate of Correction with the Delaware Secretary of State to undo the June 24, 2024 Charter Amendment. As described below, the requisite votes were not in fact obtained at the Annual Meeting to approve the June 24, 2024 Charter Amendment, so the Company is reversing those changes and the June 24, 2024 Charter Amendment is deemed null and void ab initio. As a result of the Certificate of Correction, the Company's Amended and Restated Certificate of Incorporation filed on September 16, 2021 remains unchanged and in effect. This description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the Certificate of Correction, a copy of which is included as Exhibit 3.1 to this Amendment and incorporated by reference herein.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders voted on, among other matters, proposals to amend the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation from liability (the "Charter Amendment Proposal"). The June 27, 2024 Form 8-K disclosed correctly the votes received with respect to the matters submitted to a vote by the Company's stockholders at the Annual Meeting. However, it incorrectly disclosed that the Charter Amendment Proposal had passed when in fact the Charter Amendment Proposal did not receive the necessary stockholder votes (i.e., at least 66 2/3% of the voting power of shares outstanding as of the record date of the Annual Meeting) and was therefore not approved.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Correction to Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on July 5, 2024 . 104 Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARCHER AVIATION INC. Date: July 5, 2024 By: /s/ Eric Lentell Name: Eric Lentell Title: General Counsel