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Archer Aviation (ACHR) - 2024 Q4 - Annual Results
ACHRArcher Aviation (ACHR)2025-02-27 21:05

Share Issuance and Offering - The Company plans to issue shares at a Per Share Purchase Price of 8.50,subjecttoadjustmentsforstocksplitsandsimilartransactions[7].−TheofferingismadeunderaneffectiveRegistrationStatementonFormS−3ASR(FileNo.333−284812)filedwiththeSEC[19].−TheClosingDateforthesharepurchaseissetforthefirstBusinessDayfollowingtheexecutionoftheAgreement[20].−InvestorsmustdelivertheSubscriptionAmountinimmediatelyavailablefundstotheCompany′sspecifiedaccountatClosing[20].−TheCompanymusthavefiledasupplementallistingapplicationwiththeNYSEtolisttheSharespriortoClosing[24].−TheCompanywillprovideaProspectusandProspectusSupplementtoInvestorspriortoClosing[25].−TheShareswillbevalidlyissued,fullypaid,andnon−assessableupondeliverytoInvestors[29].−TheCompanyhasnotreceivedanynoticefromtheSECobjectingtotheuseoftheautomaticshelfregistrationstatementform[30].−TheCompanyhas1,410,000,000authorizedsharesofcapitalstock,including1,400,000,000sharesofClassACommonStockand10,000,000sharesofPreferredStock[38].−Asofthelatestdate,506,952,757sharesofClassACommonStockwereissuedandoutstanding,with46,149,577warrantsataweighted−averageexercisepriceof8.50, subject to adjustments for stock splits and similar transactions[7]. - The offering is made under an effective Registration Statement on Form S-3ASR (File No. 333-284812) filed with the SEC[19]. - The Closing Date for the share purchase is set for the first Business Day following the execution of the Agreement[20]. - Investors must deliver the Subscription Amount in immediately available funds to the Company's specified account at Closing[20]. - The Company must have filed a supplemental listing application with the NYSE to list the Shares prior to Closing[24]. - The Company will provide a Prospectus and Prospectus Supplement to Investors prior to Closing[25]. - The Shares will be validly issued, fully paid, and non-assessable upon delivery to Investors[29]. - The Company has not received any notice from the SEC objecting to the use of the automatic shelf registration statement form[30]. - The Company has 1,410,000,000 authorized shares of capital stock, including 1,400,000,000 shares of Class A Common Stock and 10,000,000 shares of Preferred Stock[38]. - As of the latest date, 506,952,757 shares of Class A Common Stock were issued and outstanding, with 46,149,577 warrants at a weighted-average exercise price of 6.33 per share[38]. - The Company has issued 63,909,776 shares of Common Stock to certain investors and 36,110,992 shares upon the automatic conversion of Class B Common Stock on December 31, 2024[38]. Financial Compliance and Reporting - The financial statements filed with the SEC fairly present the financial position and results of operations of the Company, prepared in accordance with GAAP[48]. - PricewaterhouseCoopers LLP audited the Company's consolidated financial statements for the years ended December 31, 2023, 2022, and the preceding three years[50]. - The Company has not been subject to any bankruptcy petition or similar proceeding in the past three years[33]. - The Company is in material compliance with all applicable listing requirements of the NYSE and has not received any notification regarding potential delisting[31]. - There are no material outstanding or unresolved comments from the SEC regarding the Company's SEC Reports[36]. - The Company has established disclosure controls to ensure timely and accurate reporting of required information[51]. - The Company has not engaged in any actions that would manipulate the price of its securities[59]. Internal Controls and Compliance - The Company maintains effective internal accounting controls to ensure transactions are executed according to management's authorization and financial statements are accurate[51]. - The Company has not experienced any material weaknesses in its internal control over financial reporting[51]. - The Company is in compliance with all Material Permits necessary for its operations, with no notices of revocation received[53]. - The Company has been compliant with all Environmental Laws, with no violations reported or pending[55]. - The Company possesses adequate Intellectual Property rights for its business operations, with no significant claims against it[56]. Investor Relations and Agreements - The Company has not entered into any side letter or similar agreement with any Investor related to their investment[40]. - The Investor's acquisition of Shares will not result in a non-exempt prohibited transaction under relevant laws[71]. - The Investor will have sufficient funds to pay the Subscription Amount on the Closing Date[71]. - The Placement Agent is acting solely as a placement agent and not as a fiduciary for the Investor[72]. - No disclosure or offering document has been prepared by the Placement Agent in connection with the Shares[73]. - The Investor acknowledges that the Placement Agent may have acquired nonpublic information that is material to the transaction[76]. - Each Investor's obligations under the Transaction Documents are several and not joint with other Investors[77]. Legal and Regulatory Matters - The Company may file this Agreement with the SEC as an exhibit to a report or registration statement[80]. - The Agreement may not be modified or waived except in writing signed by the Company and Investors holding at least 50.1% interest[85]. - All representations and warranties in this Agreement shall survive for three years after the Closing Date[92]. - The Agreement shall be governed by the laws of the State of Delaware[92]. - The Company will not issue any Equity Interests or convertible securities for 60 days after the Closing Date, with specific exceptions outlined[98]. - The Company plans to issue a press release disclosing material terms of transactions by 9:00 a.m. New York time on the date of the Agreement[100]. - The Company acknowledges that it will not publicly disclose the names of any Investors without prior written consent, except as required by law[100]. - The Company will file a Current Report on Form 8-K, including Transaction Documents as exhibits, within the required time frame[100]. - The Company agrees that notice provided in the Agreement constitutes sufficient service of process[104]. - The Company will not be liable for any statements or representations made outside of the Agreement[97]. - The Company will not commence any legal action relating to the Agreement except in specified Delaware courts[94]. - The Company will ensure that the exact name and account number for brokerage accounts are accurate to avoid delays in share delivery[107].