Archer Aviation Inc-A美股招股说明书(2025-08-11版)

ARCHER AVIATION INC. UP TO $51,493,000 OF SHARES OF CLASS A COMMON STOCKWARRANTS TO PURCHASE 314,760 SHARES OF CLASS ACOMMON STOCK We are offering pursuant to this prospectus supplement and the accompanying prospectus (i)up to$51,493,000 of shares (the “Shares”) of our ClassA common stock, par value $0.0001 per share (“ClassAcommon stock”) and (ii)warrants to purchase up to 314,760 shares of ClassA common stock, with anexercise price of $0.01 per share (the “Warrants”), issuable in exchange for services rendered and/or goodspurchased by certain vendors (the “Holders”). This prospectus supplement also relates to the offering of theshares of our ClassA common stock issuable upon exercise of such warrants. The Shares will be issued under contractual arrangements between us and the Holders over the nextseveral fiscal quarters as payments become due (each such payment due date, a “Payment Date” and eachissuance date for the Shares related to a Payment Date, an “Issuance Date”). The number of Shares to beissued on any Issuance Date will be equal to the dollar amount due to the Holder on the related PaymentDate divided by the volume weighted average trading price (“VWAP”) for a share of ClassA common stockduring the five (5)consecutive trading day period ending on (and including) the last trading date prior to theapplicable Payment Date (as adjusted for any share splits, reverse splits, share dividends, rights issuances,subdivisions, reorganizations and recapitalization). Our ClassA common stock and public warrants are traded on the New York Stock Exchange (“NYSE”)under the symbols “ACHR” and “ACHR WS,” respectively. On August8, 2025, the last reported sales pricefor our ClassA common stock was $9.72 per share and the last reported sales price of our public warrantswas $2.66 per warrant. An investment in our securities involves a high degree of risk. You should carefully consider theinformation under the heading “Risk Factors” beginning on pageS-9of this prospectus supplement beforeinvesting in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of the securities to be issued under this prospectus supplement or determined if this prospectussupplement is accurate or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is August11, 2025. TABLE OF CONTENTS Prospectus Supplement PageTRADEMARKSS-2MARKET AND INDUSTRY DATAS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-7RISK FACTORSS-9CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-12USE OF PROCEEDSS-14DESCRIPTION OF SECURITIES OFFEREDS-15DILUTIONS-17PLAN OF DISTRIBUTIONS-19LEGAL MATTERSS-20EXPERTSS-20WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-21 Prospectus ABOUT 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 You should rely only on the information provided in this prospectus supplement and the accompanyingbase prospectus and the information incorporated by reference into this prospectus supplement and theaccompanying base 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. Youshould not assume that the information in this prospectus supplement, the accompanying base prospectus orany documents incorporated by reference is accurate as of any date other than the date of the applicabledocument. Since the date of this prospectus supplement and the documents incorporated by reference intothis prospectus supplement, our business, financial condition, results of operations and prospects may havechanged. For investors outside the United States:We have not done anything that would permit this offering orpossession or distribution of this prospectus supplement and the accompanying base prospectus in anyjurisdiction where action for that purpose is required, other than in the United States. You are required toinform yourselves about and to observe any restrictions relating to this offering and the distribution of thisprospectus supplement and the accompanying base prospectus. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of an automatic registrationstatement that we have filed with the Securities and Exchange Commission (the “SEC”) as a “well-knownseasoned issuer” as defined in Rule405 under the Securities Act of 1933, as amended (the “Securities Act”).Under this shelf registration process, we may from time to time sell any combination of th