ARCHER AVIATION INC.
Up to $70,000,000
Class A Common Stock
We have entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) relating to the sale of shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”), offered by this prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $70,000,000 from time to time through Cantor, acting as our agent.
Sales of our Class A common stock, if any, under this prospectus will be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange (“NYSE”) or any other market venue where our Class A common stock may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. If we and Cantor agree on any method of distribution other than the sale of shares of Class A common stock on or through the NYSE or another existing trading market in the United States at market prices, we will file a prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. Cantor is not required to sell any specific number or dollar amount of securities, but will act as our sales agent using commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between Cantor and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Under the Sales Agreement, we may also sell shares of Class A common stock to Cantor as principal for its own account, at a price to be agreed upon at the time of sale. If we sell shares to Cantor as principal, we will enter into a separate terms agreement with Cantor, and we will describe the agreement in a separate prospectus supplement or pricing supplement.
The compensation to Cantor for the sales of Class A common stock pursuant to the Sales Agreement will be an amount up to 3.0% of the aggregate gross proceeds of any shares of Class A common stock sold under the Sales Agreement. In connection with the sale of our Class A common stock on our behalf, Cantor may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to Cantor may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Cantor with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning on page 15 for additional information regarding the compensation to be paid to Cantor.
Our Class A common stock and public warrants are traded on the NYSE under the symbols “ACHR” and “ACHR WS,” respectively. On May 8, 2024, the last reported sales price for our Class A common stock was $3.73 per share and the last reported sales price of our public warrants was $0.39 per warrant.
An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors” beginning on page 7 of this prospectus before investing in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
[MISSING IMAGE: lg_cantor-4c.jpg]
The date of this prospectus is May 16, 2024.
TABLE OF CONTENTS
TABLE OF CONTENTS
Prospectus
Page
ABOUT THIS PROSPECTUS
1
TRADEMARKS
2
MARKET AND INDUSTRY DATA
2
PROSPECTUS SUMMARY
3
THE OFFERING
5
RISK FACTORS
7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
10
USE OF PROCEEDS
12
DILUTION
13
PLAN OF DISTRIBUTION
15
DESCRIPTION OF CAPITAL STOCK
16
LEGAL MATTERS
25
EXPERTS
25
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
26
You should rely only on the information provided in this prospectus and the information incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any documents incorporated by reference is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.
For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
