SEC Form DEF 14A filed by Archer Aviation Inc.

ARCHER AVIATION INC.

190 W. Tasman Drive

San Jose, California 95134

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD FRIDAY, DECEMBER 20, 2024

 

The Special Meeting of Stockholders (the “Special Meeting”) of Archer Aviation Inc., a Delaware corporation (the “Company,” “we”, “our” or “us”), will be held virtually on Friday, December 20, 2024, 12:00 p.m. Pacific Time. You will be able to attend the Special Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ACHR2024SM and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. The Special Meeting will be held for the following purposes:

 

1.

To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, dated as of September 16, 2021 (the “Amended and Restated Certificate of Incorporation”), to increase the number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) available for issuance from 700,000,000 to 1,400,000,000 (such proposal, the “Authorized Share Proposal”);

 

2.

To approve the issuance of 2,982,089 shares of Class A Common Stock (the “Stellantis Subscription Shares”) to Stellantis N.V. (“Stellantis”) pursuant to that certain Subscription Agreement, dated as of August 8, 2024, by and between the Company and Stellantis (the “Stellantis Subscription Agreement”) and the issuance of Class A Common Stock pursuant to the Stellantis Forward Issuance Agreement (as defined below), and the Stellantis Warrants (as defined below) in accordance with the listing rules of the New York Stock Exchange (the “NYSE”) (such proposal, the "Stellantis Share Issuance Proposal”);

 

3.

To approve an amendment to the Amended and Restated Certificate of Incorporation to add certain foreign ownership limitations to establish restrictions imposed by federal law related to U.S. air carriers (such proposal, the “U.S. Air Carrier Ownership Amendment Proposal”);

 

4.

To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Authorized Share Proposal, the Stellantis Share Issuance Proposal or the U.S. Air Carrier Ownership Amendment Proposal (such proposal, the “Adjournment Proposal”); and

 

5.

To transact such other business as may properly come before the Special Meeting or any continuation, postponement, or adjournment of the Special Meeting.

 

Holders of record of our Class A Common Stock and our Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), as of the close of business on October 30, 2024 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting, or any continuation, postponement, or adjournment of the Special Meeting. Each share of Class A Common Stock that you own represents one vote and each share of Class B Common Stock that you own represents ten votes. For questions regarding your stock ownership, you should contact your broker or, alternatively, if you do not hold shares through a broker, you may contact us at [email protected], or our transfer agent, Continental Stock Transfer & Trust Company, through its website at https://continentalstock.com, by phone at (212) 509-4000, or by e-mail at [email protected]. For ten days prior to the Special Meeting, a complete list of the stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose relating to the Special Meeting during ordinary business hours at our headquarters, at 190 W. Tasman Drive, San Jose, California 95134. The Special Meeting may be continued, postponed, or adjourned from time to time without notice other than by announcement at the Special Meeting.

 

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Special Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials, or by signing, dating and mailing the enclosed proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Special Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Special Meeting if you desire to do so, as your proxy is revocable at your option.

This Notice of the Special Meeting, Proxy Statement, and form of proxy will be mailed on or about November 15 , 2024 to all stockholders of record entitled to vote at the Special Meeting.

 

By Order of the Board of Directors:

 

 

ERIC LENTELL

General Counsel and Secretary

TABLE OF CONTENTS

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Proxy Statement includes forward-looking statements, which are statements other than statements of historical facts and statements in the present tense. These statements include, but are not limited to, statements regarding the Special Meeting, the proposals contained herein, and our expectations regarding the contract manufacturing relationship with Stellantis described herein and the execution of definitive agreements related thereto. Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof, and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors, including: the early stage nature of our business and our past and projected future losses; our ability to design, develop, certify, manufacture and commercialize our aircraft and urban air mobility (“UAM”) ecosystem; our dependence on a limited number of customers for our current aircraft orders, which are subject to conditions, further negotiation and reaching mutual agreement on certain material terms, and the risk that customers may not proceed with those orders; our ability to generate the anticipated revenue from potential customer purchases; our ability to maintain an effective system of internal control; the effectiveness of our marketing and growth strategies, including our ability to effectively market electric air transportation as a substitute for conventional methods of transportation; our ability to compete in the UAM and electric vertical takeoff and landing ("eVTOL") aircraft industries; our ability to obtain any required certifications, licenses, approvals, or authorizations from governmental authorities; our ability to achieve our business milestones and launch products and services on anticipated timelines; our dependence on suppliers for the parts and components in our aircraft; our ability to develop commercial-scale manufacturing capabilities; regulatory requirements and other obstacles outside of our control that slow market adoption of electric aircraft, such as the inability to obtain and maintain adequate vertiport infrastructure; our ability to hire, train and retain qualified personnel; risks related to our UAM ecosystem operating in densely populated metropolitan areas and heavily regulated airports; adverse publicity from accidents involving electric aircraft or lithium-ion battery cells; the impact of labor and union activities on our workforce; losses resulting from indexed price escalation clauses in purchase orders; regulatory risks related to evolving laws and regulations in our industry; the impact of macroeconomic conditions, inflation, interest rates, uncertainty around the upcoming election, war and geopolitical conflicts, natural disasters, infectious disease outbreaks and pandemics; our need for and the availability of additional capital; and cybersecurity risks. Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof, and are subject to risks and uncertainties .

Additional risks and uncertainties that could affect our financial results and business are more fully detailed in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our most recent Annual Report on Form 10-K for the year ended December 31, 2023, and other SEC filings, which are available on our investor relations website at investors.archer.com and on the SEC website at www.sec.gov.

 

All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Proxy Statement or to conform these statements to actual results or revised expectations, except as required by law. Undue reliance should not be placed on forward-looking statements.

PROXY SUMMARY

 

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

 

Proposals

 

At the Special Meeting, our stockholders will be asked:

 

1.

To approve an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Class A Common Stock available for issuance from 700,000,000 to 1,400,000,000 (such proposal, the “Authorized Share Proposal”);

 

2.

To approve the issuance of 2,982,089 shares of Class A Common Stock pursuant to the Stellantis Subscription Agreement and the issuance of Class A Common Stock pursuant to the Stellantis Forward Issuance Agreement (as defined below), and the Stellantis Warrants (as defined below), in accordance with the listing rules of the New York Stock Exchange (the “NYSE”) (such proposal, the “Stellantis Share Issuance Proposal”);

 

3.

To approve an amendment to the Amended and Restated Certificate of Incorporation to add certain foreign ownership limitations to establish restrictions imposed by federal law related to U.S. air carriers (such proposal, the “U.S. Air Carrier Ownership Amendment Proposal”);

 

4.

To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Authorized Share Proposal, the Stellantis Share Issuance Proposal or the U.S. Air Carrier Ownership Amendment Proposal (such proposal, the “Adjournment Proposal”); and

 

5.

To transact such other business as may properly come before the Special Meeting or any continuation, postponement, or adjournment of the Special Meeting.

 

Recommendations of the Board

 

The Board of Directors of the Company (the “Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares will be voted on your behalf as you direct. If not otherwise specified, the shares represented by the proxies will be voted, and the Board recommends that you vote:

 

●

FOR the approval of the amendment to the Amendment and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Class A Common Stock, as described in Proposal No. 1 of the Proxy Statement.

 

●

FOR the approval of the issuance of Class A Common Stock pursuant to the Stellantis Subscription Agreement and the issuance of Class A Common Stock pursuant to the Stellantis Forward Issuance Agreement, and the Stellantis Warrants, as described in Proposal No. 2. of the Proxy Statement.

 

●

FOR the approval of the amendment to the Amended and Restated Certificate of Incorporation to add certain foreign ownership limitations to establish restrictions imposed by federal law related to U.S. air carriers, as described in Proposal No. 3 of the Proxy Statement.

 

●

FOR the approval of the adjournment of the Special Meeting to a later date or date, if necessary or appropriate, to permit further solicitation and vote of proxies, as described in Proposal No. 4 of the Proxy Statement.

We know of no other business to be presented at the Special Meeting. If any other matter properly comes before the stockholders for a vote at the Special Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

 

Information About This Proxy Statement

 

Why you received this Proxy Statement. You have received these proxy materials because the Board is soliciting your proxy to vote your shares at the Special Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the SEC and that is designed to assist you in voting your shares.

 

Voting Instructions. Instructions regarding how you can vote are contained on the proxy card or on the instructions that accompanied your proxy materials.

 

Householding. The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. (“Broadridge”) at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

 

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.

ARCHER AVIATION INC.

190 W. Tasman Drive

San Jose, California 95134

---

PROXY STATEMENT

---

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Archer Aviation Inc., a Delaware corporation (the “Company,” “we” or “us”), of proxies to be voted at our Special Meeting of Stockholders (the “Special Meeting”) to be held virtually on Friday, December 20,  2024, 12:00 p.m. Pacific Time, and at any continuation, postponement, or adjournment of the Special Meeting. You will be able to attend the Special Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ACHR2024SM and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

 

Holders of record of shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and our Class B common stock, par value $0.0001 per share (the “Class B Common Stock,” and together with our Class A Common Stock, the “Common Stock”), as of the close of business on October 30, 2024 (the “Record Date”), will be entitled to notice of and to vote at the Special Meeting and any continuation, postponement, or adjournment of the Special Meeting. As of the Record Date, there were 389,065,081 shares of Class A Common Stock and 36,110,992 shares of Class B Common Stock outstanding and entitled to vote at the Special Meeting. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes on any matter presented to stockholders at the Special Meeting. The holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters presented to stockholders at the Special Meeting.

 

These proxy solicitation materials will be mailed on or about November 15 , 2024 to all stockholders of record entitled to vote at the Special Meeting.

 

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF STOCKHOLDERS

 

The Record Date for the Special Meeting is October 30, 2024. You are entitled to vote at the Special Meeting only if you were a stockholder of record of Class A Common Stock or Class B Common Stock at the close of business on the Record Date, or if you hold a valid proxy for the Special Meeting. Each outstanding share of our Class A Common Stock is entitled to one vote and each outstanding share of our Class B Common Stock is entitled to ten votes on all matters presented at the Special Meeting. The holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters presented to stockholders at the Special Meeting. At the close of business on the Record Date, there were 389,065,081 shares of Class A Common Stock and 36,110,992 shares of Class B Common Stock outstanding and entitled to vote at the Special Meeting, representing approximately 51.9% and 48.1% of the total voting power of our Common Stock, respectively.

 

What is the difference between being a “record holder” and holding shares in “street name”?

 

A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf.

 

Am I entitled to vote if my shares are held in “street name”?

 

Yes. If your shares are held by a bank or a broker, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank or broker, along with a voting instruction card. As the beneficial owner, you have the right to direct your bank or broker how to vote your shares, and the bank or broker is required to vote your shares in accordance with your instructions. If your shares are held in “street name” and you would like to vote your shares online at the Special Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker.

How many shares must be present to hold the Special Meeting?

 

A quorum must be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting, online or by proxy, of the holders of a majority of the voting power of the Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum.

 

Who can attend the Special Meeting?

 

You may attend the Special Meeting online only if you are a Company stockholder who is entitled to vote at the Special Meeting, or if you hold a valid proxy for the Special Meeting. You may attend and participate in the Special Meeting by visiting the following website: www.virtualshareholdermeeting.com/ACHR2024SM. To attend and participate in the Special Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. The meeting webcast will begin promptly at 12:00 p.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

 

What if a quorum is not present at the Special Meeting?

 

If a quorum is not present at the scheduled time of the Special Meeting, the Chair of the Special Meeting is authorized by our Amended and Restated Bylaws to adjourn the meeting, without the vote of stockholders.

 

What does it mean if I receive more than one set of proxy materials?

 

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed return envelope.

 

How do I vote?

 

 

●

by Internet – You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card or on the instructions that accompanied your proxy materials;

 

●

by Telephone – You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;

 

●

by Mail – You can vote by mail by signing, dating and mailing the proxy card; or

 

●

Electronically at the Special Meeting – If you attend the meeting online, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the meeting.

 

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 8:59 p.m. Pacific Time / 11:59 p.m. Eastern Time, on December 19, 2024. To participate in the Special Meeting, including to vote via the Internet or telephone, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

Whether or not you expect to attend the Special Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting. If you submit your proxy, you may still decide to attend the Special Meeting and vote your shares electronically.

 

 

Can I change my vote after I submit my proxy?

 

Yes. If you are a registered stockholder, you may revoke your proxy and change your vote by:

 

●

submitting a duly executed proxy bearing a later date;

 

●

granting a subsequent proxy through the Internet or telephone;

 

●

giving written notice of revocation to the Secretary of the Company prior to or at the Special Meeting; or

 

●

voting online at the Special Meeting.

 

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Special Meeting by itself will not revoke your proxy unless you give written notice of revocation to our Secretary before your proxy is voted, or you vote online at the Special Meeting.

 

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote online at the Special Meeting by obtaining your 16-digit control number or otherwise voting through the bank or broker.

 

Who will count the votes?

 

A representative of Broadridge, our inspector of election, will tabulate and certify the votes.

 

What if I do not specify how my shares are to be voted?

 

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are indicated on page 3 of this Proxy Statement, along with the description of each proposal in this Proxy Statement.

 

Will any other business be conducted at the Special Meeting?

 

According to our Amended and Restated Bylaws, no business may be transacted at the Special Meeting other than the business specified in the notice of the Special Meeting.

 

Why hold a virtual meeting?

 

A virtual meeting enables increased stockholder attendance and participation because stockholders can participate from any location around the world. You will be able to attend the Special Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ACHR2024SM. You also will be able to vote your shares electronically at the Special Meeting by following the instructions above.

What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

 

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/ACHR2024SM.

 

How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votes be treated?

 

 

What is an “abstention” and how will abstentions be treated?

 

An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum and have the same effect as a vote against each of the Authorized Share Proposal and the U.S. Air Carrier Ownership Amendment Proposal, and have no effect on the Stellantis Share Issuance Proposal and the Adjournment Proposal.

What are broker non-votes and do they count for determining a quorum?

 

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters. Each of the Authorized Share Proposal, the Stellantis Share Issuance Proposal, the U.S. Air Carrier Ownership Amendment Proposal and the Adjournment Proposal are considered non-routine matters. Broker non-votes count for purposes of determining whether a quorum is present. With respect to each of the Authorized Share Proposal and the U.S. Air Carrier Ownership Amendment Proposal, broker non-votes have the same effect as a vote against the proposal. With respect to the Stellantis Share Issuance Proposal and the Adjournment Proposal, broker non-votes have no effect on the proposal.

 

Where can I find the voting results of the Special Meeting?

 

We plan to announce preliminary voting results at the Special Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC after the Special Meeting.