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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
Archer Aviation Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
03945R102 (CUSIP Number) |
Giorgio Fossati TAURUSAVENUE 1, HOOFDDORP, P7, 2132LS 31 237001511 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/11/2024 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 03945R102 |
| 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, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
68,235,067.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 03945R102 |
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,671,202.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 03945R102 |
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,671,202.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 03945R102 |
| 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
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,671,202.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 03945R102 |
| 1 |
Name of reporting person
SFS UK 1 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
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,671,202.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 03945R102 |
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,577,024.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
Archer Aviation Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
190 WEST TASMAN DRIVE, 190 WEST TASMAN DRIVE, SAN JOSE,
CALIFORNIA
, 95134. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 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. |
| (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 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. |
| (c) | 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. |
| (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. |
| 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.
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