Archer Aviation Inc-A美股招股说明书(2026-01-22版)

ARCHER AVIATION INC. 341,984 SHARES OF CLASS A COMMON STOCKOFFERED BY THE SELLING STOCKHOLDERS This prospectus supplement relates to the offer and resale from time to time of up to 341,984 shares ofour ClassA common stock, $0.0001 par value per share (the “ClassA common stock”), by the sellingstockholders listed in the “Selling Stockholders” section of this prospectus supplement or their permitteddonees, pledgees, transferees, distributees or other successors in interest (the “Selling Stockholders”). Weare registering the offer and resale of the shares of our ClassA common stock owned by the SellingStockholders to satisfy registration rights we granted to each Selling Stockholder pursuant to stock purchaseagreements, dated as of January17, 2026, by and between us and each Selling Stockholders in connectionwith the acquisition of a business owned by the Selling Stockholders. The Selling Stockholders or theirdonees, pledgees, transferees, distributees or other successors in interest may offer, sell or distribute theshares of our ClassA common stock in a number of different ways and at varying prices. We provide moreinformation about how the Selling Stockholders may offer, sell or distribute the shares of our ClassAcommon stock in the section of this prospectus supplement titled “Plan of Distribution.” We will not receiveany of the proceeds from the sale of our ClassA common stock by the Selling Stockholders. We have paidor will pay the fees and expenses incident to the registration of the shares of our ClassA common stock forsale by the Selling Stockholders. The Selling Stockholders will bear all commissions, discounts, brokeragefees and similar expenses, if any, attributable to their respective sales of shares of our ClassA commonstock. 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 January21, 2026, the last reported salesprice for our ClassA common stock was $8.47 per share and the last reported sales price of our publicwarrants was $1.46 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 January22, 2026. 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 Stockholders have not authorized anyone to provide youwith different information. We and the Selling Stockholders are not making an offer of these securities inany jurisdiction where the offer is not permitted. You should not assume that the information in thisprospectus supplement, the accompanying base prospectus or any documents incorporated by reference isaccurate as of any date other than the date of the applicable document. Since the date of this prospectussupplement and the 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 Stockholders have not done anything thatwould permit this offering or possession or distribution of this prospectus supplement and the accompanyingbase prospectus in any jurisdiction where action for that purpose is required, other than in the United States.You are required to inform yourselves about and to observe any restrictions relating to this offering and thedistribution of this prospectus supplement and the accompanying base prospectus. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base pros