Archer Aviation Enters Material Definitive Agreement

Ticker: ACHR-WT · Form: 8-K · Filed: Dec 12, 2024 · CIK: 1824502

Sentiment: neutral

Topics: material-definitive-agreement, equity-securities, unregistered-sale

TL;DR

Archer Aviation just signed a big deal for unregistered equity sales.

AI Summary

Archer Aviation Inc. entered into a Material Definitive Agreement on December 11, 2024, related to the unregistered sale of equity securities. The company, formerly known as Atlas Crest Investment Corp., is based in San Jose, California.

Why It Matters

This filing indicates a significant transaction for Archer Aviation, potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes indicate a need for capital or may involve complex terms that carry inherent risks.

Key Players & Entities

FAQ

What type of material definitive agreement did Archer Aviation enter into?

Archer Aviation entered into a material definitive agreement related to the unregistered sale of equity securities.

On what date was this Form 8-K filed?

This Form 8-K was filed on December 12, 2024, reporting events as of December 11, 2024.

What was Archer Aviation's former company name?

Archer Aviation Inc.'s former company name was Atlas Crest Investment Corp.

Where is Archer Aviation Inc. headquartered?

Archer Aviation Inc. is located at 190 West Tasman Drive, San Jose, California.

What is Archer Aviation Inc.'s IRS Employer Identification No.?

Archer Aviation Inc.'s IRS Employer Identification No. is 85-2730902.

Filing Stats: 2,675 words · 11 min read · ~9 pages · Grade level 14.9 · Accepted 2024-12-12 08:45:49

Key Financial Figures

Filing Documents

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement Subscription Agreements On December 1 1, 2024, Archer Aviation Inc. ("Archer" or the "Company") entered into subscription agreements (the "Subscription Agreements") with certain accredited investors (the "Investors") pursuant to which the Company agreed to sell and issue to the Investors in a private placement (the "Private Placement") an aggregate of 63,909,776 shares (the "Private Placement Shares") of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), at a purchase price of $6.65 per share (the "PIPE Share Price"). The Private Placement is anticipated to close on or about December 13, 2024 (the "PIPE Closing"), On December 11, 2024, the Company also entered into a subscription agreement (the "Stellantis Subscription Agreement") with Stellantis N.V. ("Stellantis") pursuant to which the Company agreed to sell and issue to Stellantis in a private placement an aggregate of 751,879 shares (the "Stellantis Shares") of the Company's Common Stock at the PIPE Share Price (the "Stellantis Private Placement" and, together with the Private Placement, the "Private Placements"). The closing of the Stellantis Private Placement (the "Stellantis Closing") is subject to the satisfaction of customary closing conditions, including approval by the Company's stockholders (the "Stockholder Approval") in accordance with the rules and regulations of the New York Stock Exchange, which Stockholder Approval is expected to occur at the Company's 2025 Annual Meeting of Stockholders. The Company anticipates receiving gross proceeds from the Private Placements of approximately $430 million, $5 million of which is subject to the Stockholder Approval. The Company intends to use the net proceeds from the Private Placements for funding the joint development with Anduril (as defined below) of an aircraft for defense applications and for other ge

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above under Item 1.01, to the extent required by Item 3.02 of Form 8-K, is hereby incorporated by reference herein. Based in part upon the representations of the Investors in the Subscription Agreements and Stellantis in the Stellantis Subscription Agreement, the offer and sale of the Private Placement Shares and the Stellantis Shares were each made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and corresponding provisions of state securities or "blue sky" laws. The Private Placement Shares and the Stellantis Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the Private Placement Shares and the Stellantis Shares did not involve a public offering and was made without general solicitation or general advertising. Each of the Investors and Stellantis represented that such Investor and Stellantis is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that such Investor and Stellantis is acquiring the Private Placement Shares and the Stellantis Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Private Placement Shares and the Stellantis Shares in violation of the U.S. federal securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 12 , 2024, the Company announced that it has entered into a strategic collaboration agreement with Anduril Industries Inc. ("Anduril") to jointly develop a next-generation aircraft for military applications. The first product from this program is planned to be a hybrid-propulsion, vertical take-off and landing (VTOL) aircraft targeting an expected program of record from the U.S. Department of Defense. The initial term of the collaboration extends through May of 2026 and is exclusive in nature, such that neither party may work with another third party on a substantially similar project. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference in this Item 7.01. In addition, attached as Exhibit 99.2 and incorporated herein by reference is the investor presentation, dated as of December 2024, used by the Company in meetings with the Investors with respect to the Private Placement, as described in this Current Report on Form 8-K. The information furnished with this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events. Risk Factor Update The Company is also providing the following updates to the Risk Factors set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and subsequently filed Quarterly Reports on Form 10-Q: We are in the early stages of developing our defense program and have not developed, and may be unable to develop a VTOL aircraft that meets the requirements of the defense industry, and we can provide no assurance that we will achieve some or any of the expected benefits of the program. Our defense program is in its early stages and we have not previously developed our aircraft to meet the requirements of the defense industry. The success of our defense program and related aircraft depends on a number of factors including, among other things, anticipating and effectively addressing demands and requirements of the defense industry; timely and successful research and development; appropriate pricing strategies; effective forecasting and management of product demand, purchase commitments, and inventory levels, including relating to the U.S. government budgetary considerations; effective management of manufacturing and supply costs; and the quality of or any defects in our aircraft. Any impact to the overall success of our defense program would also impact our ability to realize the anticipated benefits of the program. Unanticipated problems in developing aircraft for our defense program could also divert substantial research and development and other resources, which may impair our ability to develop new aircraft, or enhancements of existing aircraft, and could substantially increase our costs. Problems in the design or quality of our aircraft may also have an adverse effect on our business, financial condition, and operating results. Accordingly, if we fail to successfully manage our defense program, including the development, manufacturing, and marketing our defense-related aircraft, we may inc

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company's future business plans and expectations and liquidity, including the pace at which the Company intends to design, develop, certify, conduct test flights, manufacture and commercialize its aircraft, its plans with respect to its strategic partnership with Anduril, including whether the projected program of record with the Department of Defense will materialize and whether the parties' aircraft will be selected, the Company's planned use of its capital and future need for additional capital, the results of the Stockholder Approval and other statements that are not historical facts. These statements are based on the current expectations of the management of and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive Many actual events and circumstances are beyond the control of the Company. These statements are subject to a number of risks and uncertainties regarding the business of Archer and actual results may differ materiall

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Form of Subscription Agreement 10.2 Form of Stellantis Subscription Agreement 10. 3 Form of Lock-up Agreement 10. 4 Form of Registration Rights Agreement 10.5 Form of Stellantis Registration Rights Agreement 99.1 Press Release issued by Archer Aviation Inc., dated December 12, 2024 99.2 Investor Presentation, dated as of December 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: December 12, 2024 By: /s/ Eric Lentell Name: Eric Lentell Title: General Counsel

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