Archer Aviation Inc-A 2024年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number001-39668 Archer Aviation Inc. (Exact name of registrant as specified in its charter) 85-2730902 Delaware(State or other jurisdiction of incorporation ororganization) (I.R.S. Employer Identification No.) 95134(Zip Code) (650)272-3233 Registrant's telephone number, including area code N/A (Former name, former address, and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)ACHRACHR WS Class A common stock, par value $0.0001 per shareWarrants, each whole warrant exercisable for oneshare of Class A common stock at an exercise priceof $11.50 per share Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and(2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2024, the lastbusiness date of the registrant’s recently completed second fiscal quarter, was approximately $1.1billion, based on the closing pricereported for such date on the New York Stock Exchange. As of February 21, 2025, the number of shares of the registrant’s Class A common stock outstanding was542,470,264. There werenoshares of the registrant’s Class B common stock outstanding as of the same date. Documents Incorporated by Reference Part III of this Form 10-K (the “Annual Report”) incorporates by reference certain information from the Registrant's Definitive ProxyStatement (“Proxy Statement”) relating to the 2025 Annual Meeting of Stockholders or an amendment to this report under cover of Form10-K/A to be filed within 120 days of the end of its fiscal year ended December31, 2024. Archer Aviation Inc.10-KFor the Fiscal Year Ended December31, 2024 Table of Contents PageSpecial Note Regarding Forward-Looking StatementsiiRisk Factor SummaryiiiPart IItem 1.Business1Item 1A.Risk Factors7Item 1B.Unresolved Staff Comments31Item 1C.Cybersecurity31Item 2.Properties32Item 3.Legal Proceedings32Item 4.Mine Safety Disclosures32Part IIItem 5.Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities33Item 6.[Reserved]34Item 7.Management's Discussion and Analysis of F