Core Insights - Archer Aviation Inc. is enhancing its position in the electric air mobility market with the development of its Midnight eVTOL aircraft, aimed at short-distance urban transportation with lower noise and emissions compared to traditional helicopters [1][4]. Group 1: Midnight Aircraft Development - The Midnight aircraft platform is designed for frequent, short flights with quick turnaround times, capable of carrying multiple passengers on high-frequency urban routes [2][8]. - The electric propulsion system and simplified design of Midnight are intended to improve operational efficiency and support sustainable air taxi services [2]. Group 2: Commercialization Efforts - Archer Aviation is advancing the commercialization of Midnight through manufacturing expansion and regulatory progress, including developing production capabilities and collaborating with aviation authorities for aircraft certification [3]. - The company is forming partnerships with aviation operators and infrastructure providers to facilitate the launch of commercial electric air taxi services [3][8]. Group 3: Market Demand and Competition - The demand for electric air mobility technologies is increasing as cities seek faster and more sustainable transportation solutions, prompting investments in aircraft development and operational partnerships [4]. - Other companies in the electric air mobility space include Joby Aviation, which is developing a piloted eVTOL air taxi, and Vertical Aerospace, which aims to support advanced air mobility networks [5][6]. Group 4: Financial Estimates - The Zacks Consensus Estimate for Archer Aviation's earnings per share indicates a year-over-year decline of 63.49% for 2026, followed by a growth of 7.77% in 2027 [7]. - Current estimates for the upcoming quarters show a projected loss per share of -0.25 for Q1 2026 and -0.26 for Q2 2026, with a year-over-year growth estimate of -92.31% for the current quarter [9]. Group 5: Stock Performance - Archer Aviation's stock is currently trading at a discount, with a trailing 12-month price-to-book ratio of 1.9X compared to the industry average of 7.02X [10]. - Over the past month, ACHR shares have declined by 5%, while the industry has seen a growth of 0.3% [12].

Financial Data and Key Metrics Changes - For Q3 2025, revenue was $6.3 million compared to $23.7 million in the prior year period, primarily due to customer-requested capability upgrades that delayed shipments [17] - Gross profit for the quarter was $2.8 million, with a gross margin of 44%, down from $16.3 million and 68.7% in the prior year [17] - EBITDA loss improved to $5.7 million from a loss of $23.1 million in the prior year quarter, while adjusted EBITDA loss was $8 million compared to a positive $10.9 million in the prior year [18] - The net loss for the quarter was $8 million, compared to a net loss of $30.3 million in Q3 2024 [18] Business Line Data and Key Metrics Changes - The drone business showed strong momentum, with the launch of an AI-capable version of the RQ-35 Hedron and a $4.5 million award for counter-electronic warfare technology development [12][14] - The training division executed over $1.7 million in task orders for military training, reinforcing its position as a trusted provider [14] - Avionics experienced stable margins despite lower revenue due to a focus on drone production [21] Market Data and Key Metrics Changes - AIRO has over $190 million in bookings in progress to be delivered in 2025 and 2026, indicating strong demand across its segments [20] - The company opened a sales hub in Singapore to enhance its presence in the Asia-Pacific region [13] Company Strategy and Development Direction - AIRO is focused on expanding its unmanned systems portfolio through joint ventures with Nord-Drone and Bullitt, aiming to enhance production capacity and technological capabilities [9][10] - The company is investing in R&D for drones and air mobility, with a significant focus on government contracts and partnerships [32][34] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in meeting customer demands despite recent shipment delays, emphasizing strong underlying demand [20] - The company expects full-year 2025 revenue to exceed 2024 revenue of $86.9 million, reflecting organic growth and not including potential contributions from joint ventures [22] Other Important Information - AIRO completed a follow-on offering, raising $89.4 million in gross proceeds, strengthening its balance sheet for growth investments [21] - The company is actively working to resolve supply chain issues related to sourcing new components for drone production [21] Q&A Session Summary Question: Discussion on $200 million orders in progress and expected backlog materialization - Management confirmed solid visibility for orders and indicated that these orders are expected to be delivered in the next 18 months [26][27] Question: R&D spend in air mobility and progress with government officials - Management outlined that approximately 17% of funding will come from internal funds, with 30%-40% from customer advances and the remainder from government funding [32] Question: Update on Blue UAS certification and production expansion - Management noted that production rates will grow, with initial prototypes running this year, and emphasized that inbound orders from the DoD are contingent upon Blue UAS certification [39][45] Question: Economics of the Nord-Drone joint venture - The joint venture is structured as a 50/50 partnership, allowing AIRO to share in 50% of the revenues and profits from the deployment of UAS across various markets [40]

Financial Data and Key Metrics Changes - For Q3 2025, revenue was $6.3 million, a decrease from $23.7 million in the prior year period, primarily due to customer-requested capability upgrades that delayed shipments [17] - Gross profit for the quarter was $2.8 million, with a gross margin of 44%, down from $16.3 million and 68.7% in the prior year [17] - Year-to-date gross margin was 58.1%, driven by a lower proportion of drone revenue in the mix [18] - EBITDA loss was $5.7 million, an improvement from a $23.1 million loss in the prior year quarter [18] - Net loss was $8 million compared to a net loss of $30.3 million in Q3 2024 [18] Business Line Data and Key Metrics Changes - The drone business launched an AI-capable full-stack version of the RQ-35 Hedron, enhancing its capabilities in GPS-denied operations [12] - The training division executed over $1.7 million in task orders for military training, indicating solid performance [14] - The avionics segment experienced lower revenue due to a focus on drone production, but secured a multi-year OEM purchase order [16] Market Data and Key Metrics Changes - AIRO has a $200 million-plus booking pipeline, indicating strong demand across defense and advanced air mobility markets [11] - The company opened a sales hub in Singapore to enhance its presence in the Asia-Pacific region [13] Company Strategy and Development Direction - AIRO is focused on expanding its unmanned systems portfolio through joint ventures with Nord-Drone and Bullitt, aiming to enhance production capacity and technological capabilities [9][10] - The company is investing in R&D for drones and air mobility, with a commitment to innovation and adapting to evolving mission needs [19] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in meeting customer demands despite timing-related challenges in Q3, emphasizing strong underlying demand [19] - The company expects full-year 2025 revenue to exceed 2024 revenue of $86.9 million, reflecting organic growth and not including potential contributions from joint ventures [22] Other Important Information - AIRO completed a follow-on offering, raising $89.4 million in gross proceeds, significantly strengthening its balance sheet [21] - The company is actively working to source additional supply and implement multiple sources for key components to mitigate supply chain issues [21] Q&A Session Summary Question: Discussion on $200 million orders in progress and expected backlog materialization - Management confirmed solid visibility for orders and indicated that these orders are expected to be delivered in the next 18 months [24][26] Question: R&D spend in air mobility and progress with government officials - Management outlined that approximately 17% of funding will come from internal funds, with 30%-40% from customer advances and the remainder from government funding [29][31] Question: Status of Blue UAS certification and production expansion - Management noted that production rates will grow, with initial prototypes running this year, but emphasized that inbound orders from the DoD are contingent upon Blue UAS certification [38][40] Question: Economics of the Nord-Drone Group joint venture - The joint venture is structured as a 50/50 partnership, with AIRO contributing manufacturing and R&D expertise while sharing in revenues and profits [40]

Financial Data and Key Metrics Changes - For Q2 2025, revenue was $24.6 million, an increase of 151% compared to $9.8 million in the prior year period, driven by execution across core segments [32] - Gross profit for the quarter was $15 million, up from $5.8 million last year, with a gross margin of 61.2% reflecting a favorable product mix [32] - Net income was $5.9 million compared to a net loss of $5.6 million in Q2 2024, with Q2 EBITDA reaching a record $18.9 million [33] Business Line Data and Key Metrics Changes - Drone segment revenue reached over $75 million in 2024, representing 167% growth, with a robust backlog [20][33] - Training segment saw high revenues due to specific government contracts, with opportunities for growth by acquiring additional aircraft [34] - Avionics experienced softer sales due to strategic delays in R&D investments, but is expected to resume investments post-IPO [34] Market Data and Key Metrics Changes - The total addressable market is estimated at $315 billion, spanning ISR drones, pilot training, avionics upgrades, and air mobility solutions [26] - NATO defense spending is increasing, with a focus on autonomy and unmanned systems, creating a long-term multi-billion dollar opportunity [25][26] Company Strategy and Development Direction - The company aims to expand its U.S. footprint with a new manufacturing and engineering facility dedicated to the RQ35 Hedron drone [28] - Focus on Blue UAS certification to enable manufacturing and sales to the Department of Defense [29] - Strategic partnerships in training and air mobility are prioritized to enhance growth and market presence [38] Management's Comments on Operating Environment and Future Outlook - Management highlighted strong momentum and rising demand across core markets, particularly in NATO defense spending and U.S. domestic solutions [24] - The company is positioned to grow all segments, driven by geopolitical factors and increased defense budgets [62] - Expectations for positive momentum in the second half of the year due to increased global defense spending, particularly for drones [35] Other Important Information - The company reported $200 million in bookings in progress, expected to convert to revenue over the next 18 months [36] - The recent IPO enhances financial flexibility and positions the company for accelerated execution across its pipeline [16] Q&A Session Summary Question: Demand shaping in the U.S. vs. Europe - Management noted that demand for small and medium tactical drones is highest in Europe, but U.S. demand is accelerating with strong interest from NATO aligned nations [43][44] Question: Growth in avionics and partnerships - Avionics growth is driven by OEM integration and retrofit programs, with partnerships like Joby Aviation positioning the company as a trusted outsourcing partner [48] Question: Working capital consumption and production outlook - Working capital needs are expected to increase due to higher receivables and inventory buildup for drone and avionics production [50] Question: Outlook for the remainder of the year - Management indicated targeted CapEx for the new manufacturing facility and investments in R&D and training to qualify for more IDIQ contracts [55] Question: Update on nations being sold to - The company is currently selling to approximately 20-25 NATO countries, with ongoing efforts to increase demand in Asia Pacific and North America [64]

Financial Performance - AIRO's Q2 2025 revenue increased by 151% to $246 million, compared to $98 million in Q2 2024[38] - Gross profit increased by 1603% to $150 million in Q2 2025, with gross profit margin at 612%, a 219 bps increase[38] - Net income was $59 million in Q2 2025, a 2048% increase from a net loss of $56 million in Q2 2024[38] - Adjusted EBITDA increased by 710% to $47 million in Q2 2025, with an Adjusted EBITDA margin of 191%, a 1321 bps increase[38] - The company's cash and cash equivalents significantly increased to $403 million in Q2 2025[41] Business Highlights - AIRO is targeting a combined aerospace and defense Total Addressable Market (TAM) of approximately $315 billion by 2030, with a composite 2024-2030 Compound Annual Growth Rate (CAGR) of 148%[20] - The company unveiled a next-generation cargo drone capable of transporting 250-500 lbs over 200 miles[30] - AIRO has secured $16 billion+ in available Close Air Support (CAS) Indefinite Delivery/Indefinite Quantity (IDIQ) contracts for training[44] - AIRO has $200M+ bookings in process for Drones[44] Strategic Initiatives - AIRO plans to establish a new US manufacturing and engineering facility to support increased demand for drones[30] - The company is in the process of manufacturing the RQ-35 Heidrun in the US to obtain Blue UAS certification, requiring at least 51% of the vehicle to be manufactured in the US[35] - NATO countries are projected to increase their defense spending benchmark from the current 2% of GDP target to 35% of GDP after the June 2025 summit[31]

As filed with the Securities and Exchange Commission on April 10, 2025. Registration No. 333-285149 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AIRO Group Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 3721 88-0812695 (I.R.S. Employer Identificatio ...