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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Archer Aviation Inc. S-8 2/29/24 4:80K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 42K
Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 11K
3: EX-23.1 Consent of Expert or Counsel HTML 5K
4: EX-FILING FEES Filing Fees HTML 15K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | 24.1 | ||||
| " | Power of Attorney (included on signature page hereto) | ||||
As filed with the U.S. Securities and Exchange Commission on February 29, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCHER AVIATION INC.
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization)
|
85-2730902 (I.R.S. Employer Identification No.)
|
|
190 West Tasman Drive San Jose, CA (Address of principal executive offices)
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95134 (Zip code) |
Amended and Restated 2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full titles of the plans)
Chief Executive Officer and Director
Archer Aviation Inc.
190 West Tasman Drive
(Name and address of agent for service)
(650) 272-3233
(Telephone number, including area code, of agent for service)
Copies to:
|
Patrick V. Grilli Ran D. Ben-Tzur Joshua W. Damm Fenwick & West LLP 801 California Street (650) 988-8500 |
Andy Missan Eric Lentell Archer Aviation Inc. 190 West Tasman Drive (650) 272-3233 |
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 | x | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
| 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 7(a)(2)(B) of the Securities Act. ¨
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Archer Aviation Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (a) 15,320,111 additional shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) available for issuance under the Registrant’s Amended and Restated 2021 Equity Incentive Plan (the “Amended and Restated 2021 Plan”), pursuant to the provision of the Amended and Restated 2021 Plan providing for an annual automatic increase in the number of shares reserved for issuance under the Amended and Restated 2021 Plan and (b) 2,679,473 additional shares of Class A Common Stock available for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (the “Purchase Plan”), pursuant to the provision of the Purchase Plan providing for an annual automatic increase in the number of shares reserved for issuance under the Purchase Plan.
In accordance with General Instruction E of Form S-8, and only with respect to the Class A Common Stock that is issuable under the Amended and Restated 2021 Plan and the Purchase Plan, this Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the Commission on December 8, 2021 (Registration No. 333-261547), March 14, 2022 (Registration No. 333-263544), July 1, 2022 (Registration No. 333-265955) and March 15, 2023 (File No. 333-270569), to the extent not superseded hereby. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement (other than information in such filings that was “furnished” under applicable Commission rules rather than “filed”):
| (a) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 29, 2024, pursuant to Section 13(a) of the Exchange Act; |
| (b) | All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above; and |
| (c) | The description of the Registrant’s common stock which is contained in the Registration Statement on Form 8-A filed on October 27, 2020 (File No. 001-39668) under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than information in such filings that was “furnished” under applicable Commission rules rather than “filed”) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
As of the date of this prospectus, individuals associated with Fenwick & West LLP beneficially owned 11,505 shares of the Registrant’s Class A Common Stock.
ITEM 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 29th day of February, 2024.
| ARCHER AVIATION INC. | ||
| By: | /s/ Adam Goldstein | |
| Adam Goldstein | ||
| Chief Executive Officer and Director | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adam Goldstein and Mark Mesler, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Adam Goldstein | Chief Executive Officer and Director | February 29, 2024 | ||
| Adam Goldstein | (Principal Executive Officer) | |||
| /s/ Mark Mesler | Chief Financial Officer | February 29, 2024 | ||
| Mark Mesler | (Principal Financial and Accounting Officer) | |||
| /s/ Deborah Diaz | Director | February 29, 2024 | ||
| Deborah Diaz | ||||
| /s/ Fred Diaz | Director | February 29, 2024 | ||
| Fred Diaz | ||||
| /s/ Oscar Munoz | Director | February 29, 2024 | ||
| Oscar Munoz | ||||
| /s/ Barbara Pilarski | Director | February 29, 2024 | ||
| Barbara Pilarski | ||||
| /s/ Maria Pinelli | Director | February 29, 2024 | ||
| Maria Pinelli | ||||
| /s/ Michael Spellacy | Director | February 29, 2024 | ||
| Michael Spellacy |
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 2/29/24 | 10-K | ||
| 12/31/23 | 10-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Archer Aviation Inc. 10-K 12/31/23 96:61M Workiva Inc Wde… FA01/FA 3/15/23 Archer Aviation Inc. S-8 3/15/23 4:98K Toppan Merrill/FA 2/07/23 Archer Aviation Inc. 8-K:5,9 2/02/23 12:490K Toppan Merrill/FA 7/01/22 Archer Aviation Inc. S-8 7/01/22 4:84K Toppan Merrill/FA 6/15/22 Archer Aviation Inc. 8-K:5,9 6/15/22 12:463K Toppan Merrill/FA 3/14/22 Archer Aviation Inc. S-8 3/14/22 4:99K Toppan Merrill/FA 12/08/21 Archer Aviation Inc. S-8 12/08/21 3:131K Toppan Merrill/FA 9/22/21 Archer Aviation Inc. 8-K:1,2,3,4 9/16/21 31:2.9M Toppan Merrill/FA 10/27/20 Archer Aviation Inc. 8-A12B 1:15K EdgarAgents LLC/FA 10/21/20 Archer Aviation Inc. S-1/A 21:3.8M EdgarAgents LLC/FA |