Goldstein Amends Archer Aviation Stake Filing

TL;DR

Goldstein updated his Archer Aviation (ACHR) filing - likely a change in ownership stake.

AI Summary

Adam D. Goldstein filed an amendment (No. 2) to Schedule 13D on November 18, 2024, regarding Archer Aviation Inc. This filing indicates a change in beneficial ownership of the Class A Common Stock. Goldstein is associated with Capri Growth LLC, which was formerly known as Atlas Crest Investment Corp. prior to a name change on September 11, 2020.

Why It Matters

This amendment signals a potential shift in significant ownership or control of Archer Aviation, which could influence the company's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in beneficial ownership, which can lead to increased stock volatility.

Key Numbers

• 20241118 — Filing Date (Date of the Schedule 13D/A amendment)
• 20200911 — Name Change Date (Date Capri Growth LLC changed its name from Atlas Crest Investment Corp.)

Key Players & Entities

• Adam D. Goldstein (person) — Filing person and authorized to receive notices
• Archer Aviation Inc. (company) — Subject company
• Capri Growth LLC (company) — Associated entity of filing person
• Atlas Crest Investment Corp. (company) — Former name of Capri Growth LLC

FAQ

Key Financial Figures

• $0.0001 — (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class o

Filing Documents

• tm2428682d1_sc13da.htm (SC 13D/A) — 58KB
• 0001104659-24-120289.txt ( ) — 59KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Statement is hereby amended with the addition of the following four paragraphs: On the Issuance Date, Mr. Goldstein acquired direct ownership of an additional 5,002,306 shares of Class B Common Stock in connection with the vesting and settlement of an equal number of performance-based restricted stock units (the “ Second Tranche PRSUs ”), for which the performance conditions were determined by the Issuer's Board of Directors to have been met. Accordingly, the Second Tranche PRSUs, which comprised one quarter of the Founder Grant (defined in Item 6 of the Statement), were issued on the Issuance Date. Mr. Goldstein did not pay any consideration for the shares of Class B Common Stock underlying the Second Tranche PRSUs; however, as a condition to the settlement of the Second Tranche PRSUs, Mr. Goldstein is required by the Issuer to satisfy withholding tax liabilities associated with the settlement of the Second Tranche PRSUs. Additional information concerning the Second Tranche PRSUs and the Founder Grant award agreement entered into by and between Mr. Goldstein and Legacy Archer prior to the Business Combination is provided in Item 6 of the Statement, as well as in the 2019 Plan, Offer Letter, and RSU Award Agreement. The preceding description of the settlement of the Second Tranche PRSUs is qualified by reference to the full text of the 2019 Plan, Offer Letter, and RSU Award Agreement, which were filed as Exhibits 99.6 , 99.7 , and 99.8 , respectively, to Amendment 1 of the Statement, and which are incorporated herein by reference.

Purpose of Transaction

Item 4. Purpose of Transaction. Item 4 of the Statement remains unmodified, except for the addition of the following: The Reporting Persons do not currently plan any future sales of the Issuer’s securities except to the extent required to satisfy estimated tax liabilities. As previously reported in Amendment 1 of the Statement, future sales could be required in connection with any future vesting of the remaining tranches of the Founder Grant. Likewise, sales to satisfy future estimated tax liabilities may be necessary in connection with the vesting and settlement of any future equity awards granted to Mr. Goldstein by the Issuer from time to time, if any. The Reporting Persons may also acquire shares of the Issuer’s capital stock in the future from time to time, for example, through purchases of stock in the open market, for purposes of long-term investment and value appreciation. CUSIP No. 03945R102 7 of 8 Pages

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a)-(b) All percentages set forth in this Item 5 were calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 389,161,681 shares of the Issuer’s Class A Common Stock outstanding as of November 1, 2024, as reported by the Issuer in its Quarterly Report filed on Form 10-Q for the period ended September 30, 2024, filed with the SEC on November 8, 2024. As of the Issuance Date, the Reporting Persons may be deemed to beneficially own, for purposes of Rule 13d-3(d)(1)(i) of the Exchange Act, an aggregate total of 39,359,763 shares of the Issuer’s registered equity class of security, which represents 9.3% of the Issuer’s outstanding Class A Common Stock, and which includes an aggregate 34,217,931 shares of Class B Common Stock which are convertible at any time into an equal number of shares of Class A Common Stock at the election of the holder or automatically upon certain transfers or the occurrence of certain events described in the Issuer’s Amended and Restated Certificate of Incorporation. The Reporting Persons did not, and do not, have the right to acquire any additional shares of the Issuer’s capital stock within sixty days of the Issuance Date. As of the Issuance Date, assuming the conversion of all of the Reporting Persons’ shares of Class B Common Stock into shares of the Issuer’s Class A Common Stock, Capri may be deemed to have: (i) sole power to vote and dispose, or direct the vote and disposition of, 0 shares, or 0.0%, of the Issuer’s Class A Common Stock and (ii) shared power to vote and dispose, or direct the vote and disposition of, 27,895,804 shares, or 6.6%, of the Issuer’s Class A Common Stock. As of the Issuance Date, assuming the conversion of all of the Reporting Persons’ shares of Class B Common Stock into shares of the Issuer’s Class A Common Stock, Mr. Goldstein may be

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