Archer Aviation (US:ACHR)2025-11-06 21:43Share Issuance and Closing - The Company is issuing shares at a Per Share Purchase Price of $8.00, subject to adjustments for stock splits and similar transactions[6]. - The total Subscription Amount for each Investor will be calculated by multiplying the number of Shares purchased by the Per Share Purchase Price[13]. - The Closing of the share purchase will occur on the first Business Day following the execution of the Agreement, with a Closing Date to be mutually agreed upon[18]. - The Company must provide a Closing Notice at least one Business Day prior to the Closing Date, including wire instructions for the Subscription Amount payment[18]. - The Company is required to have all necessary approvals from the New York Stock Exchange (NYSE) for the listing of the Shares prior to Closing[22]. - A lock-up period of 60 days for the Company's directors and executive officers is mandated, with agreements to be in effect on the Closing Date[22]. - The Company must deliver a validly executed opinion of counsel to the Investors at Closing[23]. - The Shares will be delivered free and clear of any liens or restrictions, except those arising from the Agreement and applicable securities laws[26]. - The Company must ensure that all representations and warranties made in the Agreement are true and correct as of the Closing Date[23]. - The Company is required to provide the Prospectus and Prospectus Supplement to the Investors prior to Closing[23]. Company Financials and Compliance - The Company has authorized share capital of 1,410,000,000 shares, including 1,400,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, with 651,341,543 shares of Common Stock issued and outstanding[35]. - 21,011,340 warrants are issued and outstanding at a weighted-average exercise price of $0.01 per share[35]. - The Company has issued 3,921,875 shares of Common Stock under its Controlled Equity Offering SM Sales Agreement with Cantor Fitzgerald & Co[35]. - The Company has agreed to issue 751,879 shares of Common Stock to Stellantis as part of a subscription agreement dated December 11, 2024[36]. - The Company has not received any notification from the SEC regarding the effectiveness of the Registration Statement or any proceedings that threaten it[27]. - The Common Stock is listed on the NYSE under the trading symbol "ACHR" and is in material compliance with all applicable listing requirements[28]. - The Company has filed all required SEC Reports on a timely basis since September 17, 2021, and these reports comply with applicable requirements[32]. - The Company has not been subject to any bankruptcy petition or similar proceeding in the past three years[30]. - The Company has not received any written communication from a governmental authority seeking to enjoin the transactions contemplated by the Transaction Documents[37]. - The Company is not required to pay any broker's or finder's fee in connection with the sale of the Shares, other than to the Placement Agents[40]. - The financial statements of the Company have been prepared in accordance with GAAP and present a fair view of its financial position and results of operations[44]. - The Company has established internal accounting controls that provide reasonable assurance that all transactions are executed in accordance with management's authorization[47]. - The Company maintains compliance with all Material Permits necessary for its operations, with no written notice of revocation or cancellation received[49]. - The Company has not received any communication regarding violations of Environmental Laws and is in compliance with all such laws[51]. - The Company possesses adequate Intellectual Property rights for its business operations, with no significant claims or proceedings against it regarding these rights[52]. - There have been no material changes in the Company's capital stock or debt since the last reporting period, and no material adverse changes in its business or financial position[54]. - The Company has not engaged in any actions that would manipulate the price of its securities[55]. - The Company has maintained effective disclosure controls and procedures to ensure timely and accurate reporting of required information[47]. - The Auditor has delivered a report on the Company's internal control over financial reporting, confirming compliance with SEC regulations[46]. - The Company has not incurred any material liabilities or obligations that would adversely affect its financial position[54]. Investor Obligations and Agreements - The Investor confirms that the funds used to purchase the Shares were legally derived and not obtained from a Prohibited Investor[65]. - The Investor will have sufficient funds to pay the Subscription Amount on the Closing Date[66]. - The Placement Agents are acting solely as placement agents and not as underwriters or fiduciaries for the Investor[67]. - No disclosure or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Shares[68]. - The Investor acknowledges that the Placement Agents may have acquired nonpublic information regarding the Company that is not known to the Investor[70]. - Each Investor's obligations under any Transaction Document are several and not joint with other Investors[71]. Agreement Terms and Conditions - The Company may file a form of this Agreement with the SEC as an exhibit to a current or periodic report[74]. - The Agreement constitutes the entire agreement of the parties with respect to the subject matter and supersedes all prior agreements[79]. - The Agreement may be executed using manual or electronic signatures, and all counterparts shall constitute one and the same agreement[83]. - The parties acknowledge that irreparable damage would occur if any provisions of the Agreement were not performed in accordance with their specific terms[84]. - The Company plans to issue shares of Common Stock to Stellantis as part of a Subscription Agreement dated December 11, 2024[92]. - The Company will not issue any Equity Interests or securities convertible or exchangeable for Equity Interests for 60 days after the Closing Date, with certain exceptions[91]. - The Company will issue a press release disclosing material terms of the transactions no later than 9:00 a.m. New York time on the Business Day following the date of the Agreement[93]. - The Company acknowledges that it is not relying on any statements or representations made by any party other than those expressly contained in the Agreement[90]. - The Company will adjust the number and type of Shares issued to Investors in the event of any stock splits or reclassifications prior to the Closing[95]. - The Company will file a Current Report on Form 8-K, including the Transaction Documents as exhibits, within the time required by the Exchange Act[93]. - The Company agrees to submit to the exclusive jurisdiction of Delaware courts for any legal actions arising from the Agreement[87]. - The Company will not publicly disclose the names of any Investors without prior written consent, except as required by law[93]. - The Company will ensure that all notices or communications required under the Agreement are in writing and properly delivered[96]. - The Company has accepted the Agreement as of November 6, 2025, signed by the Chief Executive Officer[102].