Archer Aviation Inc. Files 8-K on Security Holder Rights

Ticker: ACHR-WT · Form: 8-K · Filed: Dec 27, 2024 · CIK: 1824502

Sentiment: neutral

Topics: corporate-governance, shareholder-rights, filing

Related Tickers: ACHR

TL;DR

ACHR filed an 8-K on 12/27 regarding security holder rights changes from 12/20. Vote matters involved.

AI Summary

Archer Aviation Inc. filed an 8-K on December 27, 2024, reporting material modifications to the rights of security holders and submission of matters to a vote of security holders as of December 20, 2024. The company, formerly known as Atlas Crest Investment Corp., is incorporated in Delaware and headquartered in San Jose, California.

Why It Matters

This filing indicates potential changes or votes affecting Archer Aviation's security holders, which could impact their rights and the company's governance.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and votes can introduce uncertainty and potential changes in corporate structure or shareholder influence.

Key Players & Entities

FAQ

What specific material modifications were made to the rights of Archer Aviation Inc.'s security holders?

The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the provided text excerpt.

What matters were submitted to a vote of security holders by Archer Aviation Inc.?

The filing states that matters were submitted to a vote of security holders, but the specific nature of these matters is not detailed in the excerpt.

When was the report filed with the SEC?

The report was filed on December 27, 2024.

What is Archer Aviation Inc.'s principal executive office address?

The principal executive offices are located at 190 West Tasman Drive, San Jose, CA 95134.

What was Archer Aviation Inc.'s former name?

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

Filing Stats: 1,979 words · 8 min read · ~7 pages · Grade level 12.8 · Accepted 2024-12-27 16:38:45

Key Financial Figures

Filing Documents

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information provided in Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year) of this Current Report is incorporated by reference into this Item 3.03.

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 December 26, 2024, following the 2024 Special Meeting of Stockholders (the "Special Meeting") of Archer Aviation Inc. (the "Company") held on December 20, 2024, the Company filed a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to further amend the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to address the modifications contemplated in Proposals 1 and 3 (as described in Item 5.07 below). That description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. These modifications were approved by the Company's Board of Directors (the "Board") earlier this year and by the Company's stockholders at the Special Meeting. Effective December 26, 2024, the Company amended and restated its Amended and Restated Bylaws (as so amended and restated, the "Bylaws") as previously approved by the Board earlier this year to provide limits of the voting, ownership and control of the Company by persons who do not meet the definition of "a citizen of the United States," as such term is defined in 49 U.S.C. 40102(a)(15) of Subtitle VII of Title 49 of the United States Code, as amended or interpreted by the Department of Transportation, its predecessors or successors, from time to time ("U.S. Citizen") in order to comply with applicable U.S. law and related requirements of the U.S. Department of Transportation. Among other things, the amendments require: that two-thirds () of the members of the Board serving and entitled to vote shall be individuals who meet the definition of U.S. Citizen' that two-thirds () of the officers

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. As noted above, on December 20, 2024 the Company held the Special Meeting. There was 606,100,140 combined voting power of Class A common stock and Class B common stock present at the Special Meeting, online or by proxy, which constituted a quorum. In deciding the proposals at the Special Meeting, each share of Class A common stock represented one vote and each share of Class B common stock represented ten votes. The voting results are presented below. For more information about the proposals considered and voted upon at the Special Meeting, please see the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 14, 2024. Proposal 1 (the "Authorized Share Proposal") The Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation ("Certificate of Incorporation) to increase the number of authorized shares of the Company's Class A common stock available for issuance from 700,000,000 to 1,400,000,000. The proposal received the following votes: Votes For Votes Against Abstentions 587,978,287 16,979,043 1,142,810 Proposal 2 (the "Stellantis Share Issuance Proposal") The Company's stockholders approved, in accordance with the listing rules of the New York Stock Exchange, the (i) issuance of shares of Class A Common Stock to Stellantis N.V. (together with its subsidiaries, "Stellantis") pursuant to that certain Subscription Agreement dated as of August 8, 2024 by and between the Company and Stellantis and (ii) the issuance of Class A Common Stock pursuant to (a) the Stellantis Forward Issuance Agreement the Company intends to enter into with Stellantis and (b) the performance warrant the Company intends to enter with Stellantis and two additional warrants the Company may enter into with Stellantis. The proposal received the following votes: Votes For Votes Against Abstentions Broker

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 future events, the ability of Stellantis and the Company to enter into definitive agreements relating to the Stellantis Forward Issuance Agreement and any agreements relating to the Company's issuance of the performance warrant and any additional warrants to Stellantis (the "Definitive CMA Agreements"), and the terms of any such agreements, and other statements that are not historical facts. These statements are based on the current expectations of 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 statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. 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 the Company and actual results may differ materially. These risks and uncertainties include, but are not limited to, the Company's ability to obtain expected or required certifications, licenses, approvals, and authorizations from transportation authoriti

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment 3.2 Amended and Restated Bylaws 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 27, 2024 By: /s/ Eric Lentell Name: Eric Lentell Title: General Counsel

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