UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Archer Aviation Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
03945R 102
(CUSIP Number)
Giorgio Fossati, Taurusavenue 1, 2132 LS Hoofddorp, The Netherlands, +31 23 700 1511
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 1, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 03945R 102 | SCHEDULE 13D/A | Page 2 of 9 Pages | ||||||
1 | Name of Reporting Person. Stellantis N.V. | ||||||||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||
(a) [ ] | |||||||||||
(b) [ ] | |||||||||||
3 | SEC Use Only | ||||||||||
4 | Source of Funds (See Instructions): AF and WC | ||||||||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [X] | ||||||||||
6 | Citizenship or Place of Organization The Netherlands | ||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 54,252,873 | |||||||||
| 8 | Shared Voting Power 10,248,226 | ||||||||||
| 9 | Sole Dispositive Power 54,252,873 | ||||||||||
| 10 | Shared Dispositive Power 10,248,226 | ||||||||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 64,501,099 | ||||||||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||||||||||
13 | Percent of Class Represented by Amount in Row (11) 20.8% | ||||||||||
14 | Type of Reporting Person (See Instructions) CO | ||||||||||
CUSIP No. 03945R 102 | SCHEDULE 13D/A | Page 3 of 9 Pages | ||||||
1 | Name of Reporting Person. FCA US LLC | ||||||||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||
(a) [ ] | |||||||||||
(b) [ ] | |||||||||||
3 | SEC Use Only | ||||||||||
4 | Source of Funds (See Instructions): OO | ||||||||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [X] | ||||||||||
6 | Citizenship or Place of Organization Delaware | ||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power -0- | |||||||||
| 8 | Shared Voting Power 1,671,202 | ||||||||||
| 9 | Sole Dispositive Power -0- | ||||||||||
| 10 | Shared Dispositive Power 1,671,202 | ||||||||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202 | ||||||||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||||||||||
13 | Percent of Class Represented by Amount in Row (11) 0.5% | ||||||||||
14 | Type of Reporting Person (See Instructions) OO | ||||||||||
CUSIP No. 03945R 102 | SCHEDULE 13D/A | Page 4 of 9 Pages | ||||||
1 | Name of Reporting Person. FCA North America Holdings LLC | ||||||||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||
(a) [ ] | |||||||||||
(b) [ ] | |||||||||||
3 | SEC Use Only | ||||||||||
4 | Source of Funds (See Instructions): OO | ||||||||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | ||||||||||
6 | Citizenship or Place of Organization Delaware | ||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power -0- | |||||||||
| 8 | Shared Voting Power 1,671,202 | ||||||||||
| 9 | Sole Dispositive Power -0- | ||||||||||
| 10 | Shared Dispositive Power 1,671,202 | ||||||||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202 | ||||||||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||||||||||
13 | Percent of Class Represented by Amount in Row (11) 0.5% | ||||||||||
14 | Type of Reporting Person (See Instructions) OO | ||||||||||
CUSIP No. 03945R 102 | SCHEDULE 13D/A | Page 5 of 9 Page | ||||||
1 | Name of Reporting Person. FCA Foreign Sales Holdco Ltd. | ||||||||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||
(a) [ ] | |||||||||||
(b) [ ] | |||||||||||
3 | SEC Use Only | ||||||||||
4 | Source of Funds (See Instructions): OO | ||||||||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | ||||||||||
6 | Citizenship or Place of Organization England and Wales | ||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power -0- | |||||||||
| 8 | Shared Voting Power 1,671,202 | ||||||||||
| 9 | Sole Dispositive Power -0- | ||||||||||
| 10 | Shared Dispositive Power 1,671,202 | ||||||||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202 | ||||||||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||||||||||
13 | Percent of Class Represented by Amount in Row (11) 0.5% | ||||||||||
14 | Type of Reporting Person (See Instructions) OO | ||||||||||
CUSIP No. 03945R 102 | SCHEDULE 13D/A | Page 6 of 9 Pages | ||||||
1 | Name of Reporting Person. SFS UK 1 Limited | ||||||||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||
(a) [ ] | |||||||||||
(b) [ ] | |||||||||||
3 | SEC Use Only | ||||||||||
4 | Source of Funds (See Instructions): OO | ||||||||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | ||||||||||
6 | Citizenship or Place of Organization England and Wales | ||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power -0- | |||||||||
| 8 | Shared Voting Power 1,671,202 | ||||||||||
| 9 | Sole Dispositive Power -0- | ||||||||||
| 10 | Shared Dispositive Power 1,671,202 | ||||||||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202 | ||||||||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||||||||||
13 | Percent of Class Represented by Amount in Row (11) 0.5% | ||||||||||
14 | Type of Reporting Person (See Instructions) OO | ||||||||||
.
CUSIP No. 03945R 102 | SCHEDULE 13D/A | Page 7 of 9 Pages | ||||||
1 | Name of Reporting Person. Stellantis Europe S.p.A. | ||||||||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||
(a) [ ] | |||||||||||
(b) [ ] | |||||||||||
3 | SEC Use Only | ||||||||||
4 | Source of Funds (See Instructions): WC | ||||||||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | ||||||||||
6 | Citizenship or Place of Organization Italy | ||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power -0- | |||||||||
| 8 | Shared Voting Power 8,577,024 | ||||||||||
| 9 | Sole Dispositive Power -0- | ||||||||||
| 10 | Shared Dispositive Power 8,577,024 | ||||||||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,577,024 | ||||||||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||||||||||
13 | Percent of Class Represented by Amount in Row (11) 2.8% | ||||||||||
14 | Type of Reporting Person (See Instructions) CO | ||||||||||
CUSIP No. 03945R 102 | SCHEDULE 13D/A | Page 8 of 9 Pages | ||||||
EXPLANATORY NOTE
Item 5. Interest in Securities of the Issuer
(a) and (b) 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 Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the SEC on May 9, 2024, that there were 285,344,759 shares of Class A Common Stock of the Issuer outstanding as of May 3, 2024, and also take into account (i) the 17,401,153 shares of Class A Common Stock issued to Stellantis by the Issuer as described in Item 5(c) of this Amendment, (ii) the 1,671,202 shares of Class A Common Stock issuable upon exercise of the FCA US Warrant, (iii) the 1,077,024 shares of Class A Common Stock issuable upon exercise of the FCA Italy Warrant and (iv) the 5,000,000 shares of Class A Common Stock issuable upon exercise of Tranche 1 of the Stellantis Warrant.
(c) The following table lists all open market transactions in Class A Common Stock that were effectuated subsequent to the transactions reported on Amendment No. 7, filed with the SEC on March 15, 2024. All transactions were effectuated through a broker.
Trade Date | Purchase/Sale | No. of Shares | Price Per Share (1) | ||||||||
| 3/15/2024 | Purchase | 9,500 | 4.9248(2) | ||||||||
| 3/15/2024 | Purchase | 740,500 | 5.1955(3) | ||||||||
(1) Weighted average purchase prices. The reporting person undertakes to provide to the Staff of the Securities and Exchange Commission, the Issuer or any stockholder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.
(2) Represents the weighted average of a range of purchase prices from $4.84 to $4.97.
(3) Represents the weighted average of a range of purchase prices from $5.01 to $5.33.
On July 1, 2024, the Issuer issued and sold 17,401,153 shares of Class A Common Stock to Stellantis for an aggregate purchase price of $54,999,998.30 ($3.1607 per share). This transaction was consummated pursuant to the Forward Purchase Agreement (as defined in Item 6) and represents the Forward Purchase Closing relating to Milestone 3 (each term, as defined in the Forward Purchase Agreement).
(d) 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.
(e) Not applicable.
CUSIP No. 03945R 102 | SCHEDULE 13D/A | Page 9 of 9 Pages | ||||||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 3, 2024 | STELLANTIS N.V. | ||||||||||
By: | /s/ Giorgio Fossati | ||||||||||
Name: Giorgio Fossati | |||||||||||
Title: General Counsel | |||||||||||
FCA US LLC | |||||||||||
By: | /s/ Giorgio Fossati | ||||||||||
Name: Giorgio Fossati | |||||||||||
Title: Attorney-in-Fact | |||||||||||
FCA NORTH AMERICA HOLDINGS LLC | |||||||||||
By: | /s/ Giorgio Fossati | ||||||||||
Name: Giorgio Fossati | |||||||||||
Title: Attorney-in-Fact | |||||||||||
FCA FOREIGN SALES HOLDCO LTD. | |||||||||||
By: | /s/ Giorgio Fossati | ||||||||||
Name: Giorgio Fossati | |||||||||||
Title: Attorney-in-Fact | |||||||||||
SFS UK 1 LIMITED | |||||||||||
By: | /s/ Giorgio Fossati | ||||||||||
Name: Giorgio Fossati | |||||||||||
Title: Attorney-in-Fact | |||||||||||
| STELLANTIS EUROPE S.P.A. | |||||||||||
By: | /s/ Giorgio Fossati | ||||||||||
Name: Giorgio Fossati | |||||||||||
Title: Attorney-in-Fact | |||||||||||