Archer Aviation Inc-A美股招股说明书(2025-11-26版)

ARCHER AVIATION INC. 1,517,618SHARES OF CLASS A COMMON STOCK We are offering pursuant to this prospectus supplement and the accompanying prospectus1,517,618shares of our ClassA common stock, par value $0.0001 per share (“ClassA common stock”),issuable pursuant to that certain License Agreement, dated November24, 2025 (the “License Agreement”),by and among Archer Aviation Inc. and the licensing parties (together, the “Licensor”). Under the terms of 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 November25, 2025, the last reported salesprice for our ClassA common stock was $7.38 per share and the last reported sales price of our public An investment in our securities involves a high degree of risk. You should carefully consider theinformation under the heading “Risk Factors” beginning on pageS-11of this prospectus supplement before 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 prospectus The date of this prospectus supplement is November24, 2025. TABLE OF CONTENTS Prospectus Supplement PageTRADEMARKSS-2MARKET AND INDUSTRY DATAS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-9RISK FACTORSS-11CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-12DESCRIPTION OF LICENSE AGREEMENTS-14S- 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 or 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 to 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”). We provide information to you about this offering of our ClassA common stock in two separatedocuments that are bound together: (1)this prospectus supplement, which describes the specific detailsregarding this offering; and (2)the accompanying base prospectus, which provides general information,some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we arereferring to both documents combined. If information in this prospectus supplement is inconsistent with theaccompanying base prospectus, you should rely on this prospectus supplement. To the extent there is aconflict between the information contained in this prospectus supplement, on the one hand, and theinformation contained in any document incorporated by reference in this prospectus supplement that was You should rely only on the information contained in or incorporated by reference in this prospectussupplement. We have not authorized anyone to provide you with different information. If anyone providesyou with different or inconsistent information, you should not rely on it. We take no responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. We are notmaking an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You You should read this prospectus supplement, the accompanying base prospectus, and the documentsincorporated by reference herein and therein and any free writing prospectus that we have authorized for usein connection with this offering in their entirety before making an investment decision. The distribution ofthis prospectus supplement and the offering of shares of our ClassA common stock in certain jurisdictionsmay be restricted by law. Persons outside the United States who come into possession of this prospectussupplement must inform themselves about, and observe any restrictions re