SCHEDULE 13D/A
0001605484-23-000052
0001605484
XXXXXXXX
LIVE
9
Class A Common Stock, $0.0001 par value per share
12/11/2024
false
0001824502
03945R102
Archer Aviation Inc.
190 WEST TASMAN DRIVE
190 WEST TASMAN DRIVE
SAN JOSE
CA
95134
Giorgio Fossati
31 237001511
TAURUSAVENUE 1
HOOFDDORP
P7
2132LS
0001605484
N
Stellantis N.V.
AF
WC
Y
P7
57986841.00
10248226.00
57986841.00
10248226.00
68235067.00
N
12.7
CO
0001513153
N
FCA US LLC
OO
Y
DE
0.00
1671202.00
0.00
1671202.00
1671202.00
N
0.3
OO
0001518840
N
FCA NORTH AMERICA HOLDINGS LLC
OO
N
DE
0.00
1671202.00
0.00
1671202.00
1671202.00
N
0.3
OO
0001980653
N
FCA FOREIGN SALES HOLDCO LTD.
OO
N
X0
0.00
1671202.00
0.00
1671202.00
1671202.00
N
0.3
OO
0001980514
N
SFS UK 1 LTD.
OO
N
X0
0.00
1671202.00
0.00
1671202.00
1671202.00
N
0.3
OO
0001978738
N
STELLANTIS EUROPE S.P.A.
WC
N
L6
0.00
8577024.00
0.00
8577024.00
8577024.00
N
1.6
CO
Class A Common Stock, $0.0001 par value per share
Archer Aviation Inc.
190 WEST TASMAN DRIVE
190 WEST TASMAN DRIVE
SAN JOSE
CA
95134
See Items 7-13 of the cover pages and Item 3 above. The percentage calculations herein are based upon the statement in the Issuer's automatic registration statement on Form S-3, as filed with the SEC on December 13, 2024, that there were 465,530,068 shares of Class A Common Stock of the Issuer outstanding as of December 10, 2024, and also take into account (i) the 63,909,776 shares of Class A Common Stock issued to certain accredited investors in a December 2024 private placement transaction, (ii) the 2,982,089 shares of Class A Common Stock issuable to Stellantis by the Issuer pursuant to the August Subscription Agreement, as defined in Item 5(c) of this Amendment, (iii) the 751,879 shares of Class A Common Stock issuable to Stellantis by the Issuer pursuant to the December Subscription Agreement, as defined in Item 5(c) of this Amendment, (iv) the 1,671,202 shares of Class A Common Stock issuable upon exercise of the FCA US Warrant, (v) the 1,077,024 shares of Class A Common Stock issuable upon exercise of the FCA Italy Warrant and (vi) the 5,000,000 shares of Class A Common Stock issuable upon exercise of Tranche 1 of the Stellantis Warrant.
See Items 7-13 of the cover pages and Item 3 above. The percentage calculations herein are based upon the statement in the Issuer's automatic registration statement on Form S-3, as filed with the SEC on December 13, 2024, that there were 465,530,068 shares of Class A Common Stock of the Issuer outstanding as of December 10, 2024, and also take into account (i) the 63,909,776 shares of Class A Common Stock issued to certain accredited investors in a December 2024 private placement transaction, (ii) the 2,982,089 shares of Class A Common Stock issuable to Stellantis by the Issuer pursuant to the August Subscription Agreement, as defined in Item 5(c) of this Amendment, (iii) the 751,879 shares of Class A Common Stock issuable to Stellantis by the Issuer pursuant to the December Subscription Agreement, as defined in Item 5(c) of this Amendment, (iv) the 1,671,202 shares of Class A Common Stock issuable upon exercise of the FCA US Warrant, (v) the 1,077,024 shares of Class A Common Stock issuable upon exercise of the FCA Italy Warrant and (vi) the 5,000,000 shares of Class A Common Stock issuable upon exercise of Tranche 1 of the Stellantis Warrant.
On August 8, 2024, the Issuer and Stellantis entered into a subscription agreement (the "August Subscription Agreement") pursuant to which the Issuer agreed to sell and issue to Stellantis in a private placement an aggregate of 2,982,089 shares of Class A Common Stock at $3.35 per share. The closing of the transaction is subject to the satisfaction of customary closing conditions, including approval by the Issuer's stockholders in accordance with the rules and regulations of the New York Stock Exchange, which stockholder approval is expected to occur at the Issuer's Special Meeting of Stockholders to be held on December 20, 2024.
On December 11, 2024, the Issuer and Stellantis entered into a subscription agreement (the "December Subscription Agreement") pursuant to which the Issuer agreed to sell and issue to Stellantis in a private placement an aggregate of 751,879 shares of Class A Common Stock at $6.65 per share. The closing of the transaction is subject to the satisfaction of customary closing conditions, including approval by the Issuer's stockholders in accordance with the rules and regulations of the New York Stock Exchange, which stockholder approval is expected to occur at the Issuer's 2025 Annual Meeting of Stockholders.
Pursuant to the Forward Purchase Agreement, so long as Stellantis or its affiliates beneficially own Class A Common Stock equal to at least 12.5% of the Issuer's outstanding Class A Common Stock, it will have the right to nominate one individual for election to the Board as a Class II director at the Issuer's annual meeting of stockholders to occur in 2026 through the date of the Issuer's annual meeting of stockholders in 2029. Thus, so long as Stellantis' designated director remains on the Issuer's board, such director will participate in any board decisions regarding the receipt of dividends from, or the proceeds from the sale of, the Issuer's Common Stock.
Not applicable.
Stellantis N.V.
/s/ Giorgio Fossati
12/19/2024
FCA US LLC
/s/ Giorgio Fossati
12/19/2024
FCA NORTH AMERICA HOLDINGS LLC
/s/ Giorgio Fossati
12/19/2024
FCA FOREIGN SALES HOLDCO LTD.
/s/ Giorgio Fossati
12/19/2024
SFS UK 1 LTD.
/s/ Giorgio Fossati
12/19/2024
STELLANTIS EUROPE S.P.A.
/s/ Giorgio Fossati
12/19/2024