achr-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-39668

Archer Aviation Inc.

(Exact name of registrant as specified in its charter)


Delaware									85-2730902
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

190 West Tasman Drive, San Jose, CA									95134
(Address of principal executive offices)									(Zip Code)

(650) 272-3233

Registrant's telephone number, including area code

N/A

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	ACHR	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	ACHR WS	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 5, 2025, the number of shares of the registrant’s Class A common stock outstanding was 645,026,291.

Table of Contents

Archer Aviation Inc.

Form 10-Q

For the Quarterly Period Ended June 30, 2025

Table of Contents


		Page
Special Note Regarding Forward-Looking Statements		ii
Part I—Financial Information
Item 1.	Financial Statements	1
	Consolidated Condensed Balance Sheets	1
	Consolidated Condensed Statements of Operations	2
	Consolidated Condensed Statements of Comprehensive Loss	3
	Consolidated Condensed Statements of Stockholders’ Equity	4
	Consolidated Condensed Statements of Cash Flows	6
	Notes to Consolidated Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34

Part II—Other Information
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	37
Signatures		38

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ARCHER AVIATION INC.

Archer Aviation Inc., a Delaware corporation (prior to the closing of the Business Combination (as defined below), “Legacy Archer”), Atlas Crest Investment Corp., a Delaware corporation (“Atlas”) and Artemis Acquisition Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Atlas (“Merger Sub”) entered into a merger agreement dated February 10, 2021, as amended (the “Business Combination Agreement”) pursuant to which a business combination of Legacy Archer and Atlas was effected by the merger of Merger Sub with and into Legacy Archer, with Legacy Archer surviving the merger as a wholly-owned subsidiary of Atlas (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). Following the consummation of the Business Combination on September 16, 2021 (the “Closing Date”), Legacy Archer changed its name to Archer Aviation Operating Corp., and Atlas changed its name to Archer Aviation Inc. and it became the successor registrant with the Securities and Exchange Commission (“SEC”). Our Class A common stock and public warrants are listed on the NYSE under the symbols “ACHR” and “ACHR WS,” respectively.

As used in this Quarterly Report on Form 10-Q (the “Quarterly Report”), unless the context requires otherwise, references to “Archer,” the “Company,” “Registrant,” “we,” “us,” “our,” and similar terms refer to Archer Aviation Inc. and its subsidiaries, unless the context indicates otherwise.

“Archer” and our other registered and common law trade names and trademarks of ours appearing in this Quarterly Report are our property. This Quarterly Report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements. All statements, other than statements of present or historical fact, included or incorporated by reference in this Quarterly Report regarding our future financial performance, as well as our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

These forward-looking statements are based on information available as of the date of this Quarterly Report, and current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events. Accordingly, forward-looking statements in this Quarterly Report and in any document incorporated herein by reference should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K, filed with the SEC on February 27, 2025 (the “Annual Report”) and in our Current Report on Form 8-K, filed with the SEC on June 13, 2025. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, the Annual Report, and other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. Moreover, new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks and uncertainties, the future events and circumstances discussed in this Quarterly Report and the Annual Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Table of Contents

Part I - Financial Information

Item 1. Financial Statements

Archer Aviation Inc.

Consolidated Condensed Balance Sheets

(In millions, except share and per share data; unaudited)


	June 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	1,724.0	$	834.5
Restricted cash	6.5		6.8
Prepaid expenses	22.8		12.5
Other current assets	3.7		4.6
Total current assets	1,757.0		858.4
Property and equipment, net	148.1		126.8
Intangible assets, net	5.5		0.3
Right-of-use assets	11.0		8.1
Other long-term assets	16.7		7.6
Total assets	$	1,938.3	$	1,001.2
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	22.7	$	14.6
Current portion of lease liabilities	4.5		3.7
Accrued expenses and other current liabilities	51.6		52.8
Total current liabilities	78.8		71.1
Notes payable	64.1		64.0
Lease liabilities, net of current portion	13.0		11.3
Warrant liabilities	87.6		89.4
Other long-term liabilities	13.9		12.8
Total liabilities	257.4		248.6
Commitments and contingencies (Note 7)
Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2025 and December 31, 2024	—		—
Class A common stock, $0.0001 par value; 1,400,000,000 shares authorized; 640,636,644 and 503,777,464 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	0.1		0.1
Class B common stock, $0.0001 par value; 300,000,000 shares authorized; no shares issued and outstanding as of June 30, 2025 and December 31, 2024	—		—
Additional paid-in capital	3,665.9		2,438.4
Accumulated deficit	(1,985.0)		(1,685.6)
Accumulated other comprehensive loss	(0.1)		(0.3)
Total stockholders’ equity	1,680.9		752.6
Total liabilities and stockholders’ equity	$	1,938.3	$	1,001.2

See accompanying notes to consolidated condensed financial statements.

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Archer Aviation Inc.

Consolidated Condensed Statements of Operations

(In millions, except share and per share data; unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating expenses
Research and development	$	122.4	$	89.8	$	226.1	$	173.3
General and administrative	53.7		31.4		94.0		90.1
Total operating expenses	176.1		121.2		320.1		263.4
Loss from operations	(176.1)		(121.2)		(320.1)		(263.4)
Other income (expense), net	(40.0)		9.3		2.0		29.9
Interest income, net	10.2		5.1		18.9		10.4
Loss before income taxes	(205.9)		(106.8)		(299.2)		(223.1)
Income tax expense	(0.1)		(0.1)		(0.2)		(0.3)
Net loss	$	(206.0)	$	(106.9)	$	(299.4)	$	(223.4)

Net loss per share, basic and diluted	$	(0.36)	$	(0.32)	$	(0.53)	$	(0.68)
Weighted-average shares outstanding, basic and diluted	579,166,181		334,072,229		559,903,647		327,164,413

See accompanying notes to consolidated condensed financial statements.

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Archer Aviation Inc.

Consolidated Condensed Statements of Comprehensive Loss

(In millions; unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net loss	$	(206.0)	$	(106.9)	$	(299.4)	$	(223.4)
Other comprehensive income (loss):
Foreign currency translation adjustment	0.1		(0.1)		0.2		(0.1)
Comprehensive loss	$	(205.9)	$	(107.0)	$	(299.2)	$	(223.5)

See accompanying notes to consolidated condensed financial statements.

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Archer Aviation Inc.

Consolidated Condensed Statements of Stockholders’ Equity

(In millions, except share data; unaudited)


	Common Stock						Additional Paid-in Capital				Accumulated Other Comprehensive Loss
	Class A			Class B					Accumulated Deficit				Total
	Shares	Amount		Shares	Amount
Balance as of December 31, 2024	503,777,464	$	0.1	—	$	—	$	2,438.4	$	(1,685.6)	$	(0.3)	$	752.6
Issuance of Class A common stock	1,906,161	—		—	—		16.7		—		—		16.7
Issuance of restricted stock units and restricted stock expense	4,544,253	—		—	—		1.9		—		—		1.9
Exercise of stock options	168,510	—		—	—		—		—		—		—
Issuance of warrants and warrant expense	—	—		—	—		0.8		—		—		0.8
Exercise of warrants	3,000	—		—	—		—		—		—		—
PIPE financing	2,982,089	—		—	—		9.6		—		—		9.6
Registered direct offering	35,500,000	—		—	—		289.5		—		—		289.5
Stock-based compensation	—	—		—	—		33.5		—		—		33.5
Net loss	—	—		—	—		—		(93.4)		—		(93.4)
Other comprehensive income	—	—		—	—		—		—		0.1		0.1
Balance as of March 31, 2025	548,881,477	$	0.1	—	$	—	$	2,790.4	$	(1,779.0)	$	(0.2)	$	1,011.3
Issuance of Class A common stock	2,425,223	—		—	—		23.5		—		—		23.5
Issuance of restricted stock units and restricted stock expense	3,613,804	—		—	—		0.5		—		—		0.5
Exercise of stock options	97,967	—		—	—		—		—		—		—
Issuance of warrants and warrant expense	—	—		—	—		0.8		—		—		0.8
Common stock issued under employee stock purchase plan	618,173	—		—	—		3.9		—		—		3.9
Registered direct offering	85,000,000	—		—	—		816.8		—		—		816.8
Stock-based compensation	—	—		—

SEC Form 10-Q filed by Archer Aviation Inc.