Archer Aviation Inc-A美股招股说明书(2025-11-19版)

ARCHER AVIATION INC.1,095,321 SHARES OF CLASS A COMMON STOCKOFFERED BY THE SELLING STOCKHOLDER This prospectus supplement relates to the offer and resale from time to time of up to 1,095,321 sharesof our ClassA common stock, $0.0001 par value per share (the “ClassA common stock”), by the sellingstockholder listed in the “Selling Stockholders” section of this prospectus supplement or its permitteddonees, pledgees, transferees, distributees or other successors in interest (the “Selling Stockholder”). TheSelling Stockholder or its donees, pledgees, transferees, distributees or other successors in interest mayoffer, sell or distribute the shares of our ClassA common stock in a number of different ways and at varyingprices. We provide more information about how the Selling Stockholder may offer, sell or distribute theshares of our ClassA common stock in the section of this prospectus supplement titled “Plan ofDistribution.” We will not receive any of the proceeds from the sale of our ClassA common stock by theSelling Stockholder. We have paid or will pay the fees and expenses incident to the registration of the sharesof our ClassA common stock for sale by the Selling Stockholder. The Selling Stockholder will bear allcommissions, discounts, brokerage fees and similar expenses, if any, attributable to its sales of shares of ourClassA common stock. 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 November18, 2025, the last reported salesprice for our ClassA common stock was $7.61 per share and the last reported sales price of our publicwarrants was $1.4501 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-10of 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 November19, 2025. TABLE OF CONTENTS Prospectus Supplement PageTRADEMARKSS-2MARKET AND INDUSTRY DATAS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-9RISK FACTORSS-10CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-11USE OF PROCEEDSS-13SELLING STOCKHOLDERSS-14PLAN OF DISTRIBUTIONS-15LEGAL MATTERSS-18EXPERTSS-18WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-19 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 and the Selling Stockholder have not authorized anyone to provide youwith different information. We and the Selling Stockholder are not making an offer of these securities in anyjurisdiction where the offer is not permitted. You should not assume that the information in this prospectussupplement, the accompanying base prospectus or any documents incorporated by reference is accurate as ofany date other than the date of the applicable document. Since the date of this prospectus supplement andthe documents incorporated by reference into this prospectus supplement, our business, financial condition,results of operations and prospects may have changed. For investors outside the United States:We and the Selling Stockholder have not done anything thatwould permit this offering or possession or distribution of this prospectus supplement and theaccompanying base prospectus in any jurisdiction where action for that purpose is required, other than in theUnited States. You are required to inform yourselves about and to observe any restrictions relating to thisoffering and the distribution of this prospectus 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, the Selling Stockholder may from time to time sell any combination ofthe securities as described in the accompan