Archer Aviation Inc-A美股招股说明书(2025-06-13版)

85,000,000 Shares of ClassA Common Stock We are offering 85,000,000 shares of our ClassA common stock, par value $0.0001 per share (the“ClassA common stock”), pursuant to this prospectus supplement and the accompanying base prospectus. Our ClassA common stock and public warrants are traded on the New York Stock Exchange (the“NYSE”) under the symbols “ACHR” and “ACHR WS,” respectively. On June 12, 2025, the last reportedsales price for our ClassA common stock was $11.73 per share and the last reported sales price of ourpublic warrants was $3.56 per warrant. INVESTING IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS. YOU SHOULD REVIEWCAREFULLY THE “RISK FACTORS” BEGINNING ON PAGES-7OF THIS PROSPECTUSSUPPLEMENT AND PAGE7OF THE ACCOMPANYING BASE PROSPECTUS, AS WELLAS THE RISKFACTORS DESCRIBED UNDER THE SECTION ENTITLED “RISK FACTORS” CONTAINED IN OURANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024 FILED WITH THESEC ON FEBRUARY 28, 2025 AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTSINCORPORATED BY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT AND THEACCOMPANYING BASE PROSPECTUS FOR A DISCUSSION OF THE FACTORS YOU SHOULDCAREFULLY CONSIDER BEFORE INVESTING IN OUR SECURITIES. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Anyrepresentation to the contrary is a criminal offense. We have engaged Moelis & Company LLC to act as our sole placement agent in connection with thisoffering to use its reasonable best efforts to place the securities offered by this prospectus supplement. Theplacement agent has no obligation to buy any of the securities from us or to arrange for the purchase or saleof any specific number or dollar amount of securities. We have agreed to pay the placement agent the feesset forth in the table below. See “Plan of Distribution” beginning on pageS-18of this prospectussupplement for more information regarding these arrangements. (1)Per share placement agent fees and proceeds to us, before expenses are rounded to the nearest cent. (2)In addition, we have agreed to pay the reasonable and documented fees and expenses of counsel to theplacement agent. See “Plan of Distribution.” Delivery of the shares of ClassA common stock will be made through the book-entry facilities of TheDepository Trust Company on or about June 16, 2025, subject to the satisfaction of customary closingconditions. Sole Placement Agent Moelis & Company The date of this prospectus supplement is June 12, 2025 TABLE OF CONTENTS Prospectus Supplement PAGEABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-13USE OF PROCEEDSS-15DILUTIONS-16PLAN OF DISTRIBUTIONS-18LEGAL MATTERSS-20EXPERTSS-21WHERE YOU CAN FIND MORE INFORMATIONS-22INCORPORATION OF INFORMATION BY REFERENCES-23 Prospectus PAGEABOUT THIS PROSPECTUS1SELECTED DEFINITIONS2PROSPECTUS SUMMARY4RISK FACTORS7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS8WHERE YOU CAN FIND MORE INFORMATION10INCORPORATION OF INFORMATION BY REFERENCE11USE OF PROCEEDS12SELLING SECURITYHOLDERS13PLAN OF DISTRIBUTION14DESCRIPTION OF CAPITAL STOCK16DESCRIPTION OF DEBT SECURITIES26DESCRIPTION OF WARRANTS33DESCRIPTION OF SUBSCRIPTION RIGHTS35DESCRIPTION OF UNITS36LEGAL MATTERS37EXPERTS37 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statementon Form S-3ASR that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a“shelf” registration process. This document is in two parts. The first part, including the documentsincorporated herein by reference, is the prospectus supplement, which describes the specific terms of thisoffering and certain other matters about us and our financial condition. The second part, including thedocuments incorporated therein by reference, is the accompanying base prospectus, which provides moregeneral information. Generally, when we refer to “this prospectus,” we are referring to both parts of thisdocument combined. This prospectus supplement may add, update or change information contained in theaccompanying base prospectus. If the information varies between this prospectus supplement and theaccompanying base prospectus, you should rely on the information contained in this prospectus supplement;provided that if any statement in one of these documents is inconsistent with a statement in anotherdocument having a later date — for example, a document incorporated by reference in the accompanyingbase prospectus — the statement in the document having the later date modifies or supersedes the earlierstatement. Neither we nor the placement agent have authorized anyone to provide you with any information or tomake any representation, other than those contained or incorporated by reference in this prospectussupplemen