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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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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) |
01/03/2026 (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
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| 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
78,235,067.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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
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| 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)
1.1 % | ||||||||
| 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, 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 quarterly report on Form 10-Q, as filed with the SEC on November 6, 2025, that there were 651,341,543 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2025, and also take into account (i) the 81,250,000 shares of Class A common stock issued pursuant to a securities purchase agreement entered into by the Issuer on November 6, 2025, (ii) the 1,517,618 shares of Class A Common Stock issued pursuant to a license agreement entered into by the Issuer with certain licensing parties on November 24, 2025, (iii) the 751,879 shares of Class A Common Stock issuable to Stellantis by the Issuer pursuant to the December Subscription Agreement, (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 15,000,000 shares of Class A Common Stock issuable upon exercise 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 quarterly report on Form 10-Q, as filed with the SEC on November 6, 2025, that there were 651,341,543 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2025, and also take into account (i) the 81,250,000 shares of Class A common stock issued pursuant to a securities purchase agreement entered into by the Issuer on November 6, 2025, (ii) the 1,517,618 shares of Class A Common Stock issued pursuant to a license agreement entered into by the Issuer with certain licensing parties on November 24, 2025, (iii) the 751,879 shares of Class A Common Stock issuable to Stellantis by the Issuer pursuant to the December Subscription Agreement, (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 15,000,000 shares of Class A Common Stock issuable upon exercise of the Stellantis Warrant. |
| (c) | On January 3, 2025, Tranche 2 of the Stellantis Warrant became vested and exercisable. Upon exercise of Tranche 2 of the Stellantis Warrant, 5,000,000 shares of Class A Common Stock are issuable to Stellantis at an exercise price of $0.01per share.
On May 27, 2025, Stellantis purchased the FCA US Warrant from FCA US in exchange for cash consideration. As of such date, FCA US, FCA NAH, FCA FSH and SFS UK ceased to beneficially own Class A Common Stock.
On January 3, 2026, Tranche 3 of the Stellantis Warrant became vested and exercisable. Upon exercise of Tranche 3 of the Stellantis Warrant, 5,000,000 shares of Class A Common Stock are issuable to Stellantis at an exercise price of $0.01per share. |
| (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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