Archer Aviation Inc-A美股招股说明书(2026-03-05版)

ARCHER AVIATION INC.UP TO $8,000,000 OF SHARES OF CLASS A COMMON STOCK We are offering pursuant to this prospectus supplement and the accompanying prospectus up to$8,000,000 of shares (the “Shares”) of our ClassA common stock, par value $0.0001 per share (“ClassAcommon stock”), issuable in satisfaction of payment for services provided by certain service providers (the“Holders”). The Shares will be issued under contractual arrangements between us and the Holders. The number of Shares to be issued will be equal to the dollar amount due to the Holder divided by thevolume weighted average trading price (“VWAP”) for a share of ClassA common stock during the five(5)consecutive trading day period ending on (and including) the last trading date prior to the payment date (asadjusted for any share splits, reverse splits, share dividends, rights issuances, subdivisions, reorganizationsand 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 March4, 2026, the last reported sales pricefor our ClassA common stock was $6.76 per share and the last reported sales price of our public warrantswas $0.82 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-7of 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 March5, 2026. TABLE OF CONTENTS Prospectus Supplement 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 the securities asdescribed in the accompanying prospectus in one or more offerings. 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 wasfiled with the SEC before the date of this prospectus supplement, on the other hand, you should rely on theinformation in this prospectus supplement. If any statement in one of these documents is inconsistent with astatement in another document having a later date — for example, a document incorporated by reference inthis prospectus supplement — the statement in the document having the later date modifies or supersedesthe earlier statement. You should rely only on the information contained in or inc