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

PER SHARE$10.00$0.37$9.63 (1)$850,000,000$31,800,000$818,200,000 TOTAL Per share placement agent fees and proceeds to us, before expenses are rounded to thenearest cent.In addition, we have agreed to pay the reasonable and documented fees and expenses ofcounsel to the placement agent. See “Plan of Distribution.”Delivery of the shares of Class A common stock will be made through the book-entryfacilities of The Depository Trust Company on or about June 16, 2025, subject to thesatisfaction of customary closing conditions.Sole Placement AgentMoelis & CompanyThe date of this prospectus supplement is June 12, 2025 TABLE OF CONTENTSProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF INFORMATION BY REFERENCEProspectusTABLE OF CONTENTSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF INFORMATION BY REFERENCE PAGES-iiS-1THE OFFERINGS-5RISK FACTORSS-7S-13USE OF PROCEEDSS-15DILUTIONS-16PLAN OF DISTRIBUTIONS-18LEGAL MATTERSS-20EXPERTSS-21S-22S-23PAGEABOUT THIS PROSPECTUS1SELECTED DEFINITIONS2PROSPECTUS SUMMARY4RISK FACTORS781011USE OF PROCEEDS12SELLING SECURITYHOLDERS13 PLAN OF DISTRIBUTION14DESCRIPTION OF CAPITAL STOCK16DESCRIPTION OF DEBT SECURITIES26DESCRIPTION OF WARRANTS33DESCRIPTION OF SUBSCRIPTION RIGHTS35DESCRIPTION OF UNITS36LEGAL MATTERS37EXPERTS37S-i ABOUT THIS PROSPECTUS SUPPLEMENTThis prospectus supplement and the accompanying base prospectus are part of aregistration statement on Form S-3ASR that we filed with the Securities and ExchangeCommission (the “SEC”) utilizing a “shelf” registration process. This document is in twoparts. The first part, including the documents incorporated herein by reference, is theprospectus supplement, which describes the specific terms of this offering and certain othermatters about us and our financial condition. The second part, including the documentsincorporated therein by reference, is the accompanying base prospectus, which provides moregeneral information. Generally, when we refer to “this prospectus,” we are referring to bothparts of this document combined. This prospectus supplement may add, update or changeinformation contained in the accompanying base prospectus. If the information varies betweenthis prospectus supplement and the accompanying base prospectus, you should rely on theinformation contained in this prospectus supplement; provided that if any statement in one ofthese documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in the accompanying base prospectus—the statement in the document having the later date modifies or supersedes the earlierNeither we nor the placement agent have authorized anyone to provide you with anyinformation or to make any representation, other than those contained or incorporated byreference in this prospectus supplement and the accompanying base prospectus, or in any freewriting prospectus prepared by us or on our behalf or to which we have referred you. Neitherwe nor the placement agent take any responsibility for, and provide no assurance as to thereliability of, any other information that others may give you. You should assume that theinformation appearing in this prospectus supplement, the accompanying base prospectus, thedocuments incorporated by reference in this prospectus supplement and the accompanyingbase prospectus, and any free writing prospectus is accurate only as of the date of thoserespective documents. Our business, financial condition, results of operations and prospectsmay have changed since those dates.We are offering to sell, and seeking offers to buy, shares of our Class A common stockonly in jurisdictions where offers and sales are permitted. The distribution of this prospectussupplement and the offering of the Class A common stock in certain jurisdictions may berestricted by law. Persons outside the United States who come into possession of thisprospectus supplement must inform themselves about, and observe any restrictions relating to,the offering of the Class A common stock and the distribution of this prospectus supplementoutside the United States. This prospectus supplement does not constitute, and may not beused in connection with, an offer to sell, or a solicitation of an offer to buy, any securitiesoffered by this prospectus supplement by any person in any jurisdiction in which it is unlawfulfor such person to make such an offer or solicitation.This prospectus supplement, the accompanying base prospectus and the documentsincorporated by reference herein and therein include industry position and industry data andforecasts that we obtained or derived from internal company reports, independent third-partypublications and other industry data. This data involves a number of assumptions andlimitations, and you are cautioned not to give u