8-K
Archer Aviation Inc. (ACHR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Dateof Report : November 17, 2022
Archer Aviation Inc.
(Exact Name of Registrant as Specified in itsCharter)
| Delaware | 001-39668 | 85-2730902 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 190 West Tasman Drive<br><br> <br>San Jose, CA | 95134 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
650
-272-3233
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Class<br>A common stock, par value $0.0001 per share | ACHR | New<br>York Stock Exchange |
| Warrants,<br> each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ACHR WS | New<br>York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On November 17, 2022, Archer Aviation Inc. (the “Company”) issued a press release announcing the unveiling of its production aircraft, Midnight^TM^. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. The Company has posted a copy of the investor presentation that was utilized by the Company’s management team at the previously disclosed Open House event at https://investors.archer.com. A video of a portion of the Open House presentation can be found on the Company’s YouTube channel.
The information disclosed in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press Release issued by Archer Aviation Inc., dated November 17, 2022 |
| 104 | Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARCHER AVIATION INC. | ||
|---|---|---|
| Date: November 17, 2022 | By: | /s/ Andy Missan |
| Name: | Andy Missan | |
| Title: | Chief Legal Officer |
Exhibit 99.1
Archer Unveilsits Production Aircraft, Midnight™
| ● | Midnight is the evolution of Archer’s demonstrator electric vertical take off and landing (eVTOL) aircraft, Maker, which has<br>validated its proprietary 12 tilt 6 configuration and key enabling technologies. |
|---|---|
| ● | Midnight is designed to be safe, sustainable, quiet and carry four passengers plus a pilot. |
| --- | --- |
| ● | Midnight will have an expected payload of over 1,000 pounds and be optimized for back-to-back 20-mile trips, with a charging time<br>of approximately 10 minutes in-between. |
| --- | --- |
| ● | Archer is working to certify Midnight with the FAA in late 2024 and will then use it as part of its urban air mobility (UAM) network,<br>which Archer plans to launch in 2025. |
| --- | --- |
| ● | Archer unveiled Midnight at its Open House event, which provided further details on the aircraft’s specifications and capabilities,<br>including its proprietary electric powertrain system. |
| --- | --- |
SANTA CLARA, CA, November 17, 2022 - Archer Aviation Inc. (NYSE: ACHR), a leader in eVTOL aircraft, today publicly unveiled its production aircraft, Midnight, a pilot-plus-four-passenger eVTOL aircraft during its Open House event in Palo Alto, CA. Midnight is the evolution of Archer’s demonstrator eVTOL aircraft, Maker, which has validated its proprietary twelve-tilt-six configuration and key enabling technologies.
Midnight is designed to be safe, sustainable, quiet and, with its expected payload of over 1,000 pounds, can carry four passengers plus a pilot. Midnight is optimized for back-to-back short distance trips of around 20-miles, with a charging time of approximately 10 minutes in-between. Archer is working to certify Midnight with the FAA in late-2024 and will then use it as part of its UAM network, which it plans to launch in 2025.
“From day one Archer’s strategy has always been about finding the most efficient path to commercializing eVTOL aircraft,” said Adam Goldstein, Archer’s Founder and CEO. “We believe our strategy and team's ability to execute on it has allowed us to establish our leadership position in the market, and is why we are confident we will be the first company to certify an eVTOL aircraft in the US with the FAA.”
Archer’s unique approach to designing Midnight focuses on combining high function and high emotion, inspiring passengers to want to experience it, similar to the feeling that was evoked in this country during the Golden Age of aviation in the 1950s. Archer is confident that Midnight will lead the way in this new era of vertical flight. Midnight marries cutting-edge electric propulsion technology with state-of-the-art aircraft systems to deliver the key attributes of our eVTOL aircraft:
| ● | Safety. High redundancy and simplified propulsion systems make for a significantly safer aircraft compared to a helicopter.<br>Midnight has no single critical points of failure, meaning that should any single component fail, the aircraft can still safely complete<br>its flight. In addition, the electric motors used in Midnight have significantly less moving parts than those found in a gas turbine or<br>piston engine, allowing it to operate with less maintenance and lower overall risk. |
|---|---|
| ● | Low noise. Designed to cruise at approximately 2,000 feet, the design of Midnight is such that the noise that reaches the ground<br>is expected to measure around 45 A-weighted decibels (dBA), almost 1,000 times quieter than that of a helicopter. During forward flight,<br>the aircraft’s tilt propellers spin on axes that are aligned with the oncoming air flow, rather than edge-wise to the flow, as is<br>the case with traditional helicopters - further decreasing noise levels. Since Archer’s aircraft is spinning 12 small propellers<br>rather than one large rotor, it can also spin them at significantly lower tip speeds, resulting in much lower noise levels. |
| --- | --- |
| ● | Sustainable. Midnight is all electric, resulting in zero operating emissions. Archer is committed to sourcing renewable energy<br>wherever possible to power its aircraft. Archer’s design and engineering teams have worked tirelessly to integrate materials into<br>this aircraft that have their own unique sustainability stories. For example, Midnight’s seats are constructed out of “flax”<br>fiber, a natural plant which requires very little irrigation and is highly absorbent of CO2. In addition, Archer’s design uses fabric<br>made from recycled contents like plastic bottles. |
| --- | --- |
“We continue the push towards commercialization, with the vast majority of our resources focused on completing the development and certification of Midnight, building out our manufacturing and supply chain capabilities and hardening our go-to-market plans.” said Mark Mesler, Archer’s CFO.
In August, Archer completed Midnight’s preliminary design review covering all aspects of the aircraft’s specifications and manufacturing requirements, which enabled it to determine that the design is feasible for Type Certification and commercialization.
Archer has also made rapid progress on Maker’s flight testing program and is on schedule to complete a full transition flight in the coming weeks, just twelve months after its first hover flight. Achieving this milestone will further validate the flight physics of Archer’s proprietary twelve-tilt-six configuration that it uses on both Maker and Midnight, as well as a number of the key enabling technologies, such as the aircraft flight control system. The Maker flight test program has generated invaluable data that Archer has leveraged in the development and certification path of Midnight.
Content from the Open House event is now available on Archer’s investor relations website (investors.archer.com) and Archer’s social media accounts.
About Archer
Archer is designing and developing electric vertical takeoff and landing aircraft for use in urban air mobility networks. Archer’s mission is to unlock the skies, freeing everyone to reimagine how they move and spend time. Archer's team is based in Santa Clara, CA. To learn more, visit www.archer.com.
Contacts:
Archer
Samuel Swanson
sswanson@archer.com
For Investors investors@archer.com
Source: Archer
Text: ArcherIR
Forward Looking Statements
This press release contains forward looking statements regarding our future business plans and product roadmaps, including statements regarding the development, commercialization, and certification timelines of our Midnight aircraft. These forward looking statements are only predictions and may differ materially from actual results due to a variety of factors. The risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2022, and other documents filed by us from time to time with the Securities and Exchange Commission (SEC), available on the SEC website at www.sec.gov. In addition, please note that any forward looking statements contained herein are based on assumptions that we believe to be reasonable as of the date of this press release. We undertake no obligation to update these statements as a result of new information or future events.