UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
Archer Aviation Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
03945R 102
(CUSIP Number)
Adam Goldstein
c/o Archer Aviation
Inc.
190 West Tasman Drive
San
Jose, CA 95134
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 2024
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are
to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended
(“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
| CUSIP No. 03945R102 |
2 of 8 Pages |
| 1. |
Name of Reporting
Person
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Adam Goldstein |
| 2. |
Check the Appropriate
Box if a Member of a Group (see instructions)
(a)
¨
(b)
¨ |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS (See
Instructions)
PF, OO |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
| 6. |
Citizenship or Place
of Organization
United States |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
7. |
Sole Voting Power
11,463,959 (1) |
| 8. |
Shared Voting Power
27,895,804 (1) |
| 9. |
Sole Dispositive
Power
11,463,959 (1) |
| 10. |
Shared Dispositive
Power
27,895,804 (1) |
| |
|
|
|
| CUSIP No. 03945R102 |
3 of 8 Pages |
| 11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,359,763 (1) |
| 12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
| 13. |
Percent of Class
Represented by Amount in Row (11)
9.3%(2) |
| 14. |
Type of Reporting
Person (See Instructions)
IN |
| (1) | Consists of: (i) 5,002,306
shares of Class A Common Stock of Archer Aviation Inc. (the “Issuer”)
held directly by Adam Goldstein (“Mr. Goldstein”); (ii) 6,461,653
shares of Class B Common Stock of the Issuer held directly by Mr. Goldstein; (iii) 139,526
shares of Class A Common Stock held directly by Capri Growth LLC (“Capri”),
a Delaware limited liability company; and (iii) 27,756,278 shares of Class B Common Stock
held directly by Capri. Mr. Goldstein is the sole managing member of Capri and, as such,
has voting and investment discretion with respect to the securities directly held by it.
Shares of the Issuer’s Class B Common Stock are convertible at any time into shares
of the Issuer’s Class A Common Stock on a one-for-one basis at the election of the
holder or automatically upon certain transfers or the occurrence of certain events described
in the Issuer’s Amended and Restated Certificate of Incorporation. |
| (2) | The
percentage in row 13 is calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
based on an aggregate 389,161,681 shares of Class A Common Stock outstanding as of November
1, 2024, as reported by the Issuer in its Quarterly Report filed on Form 10-Q for the period
ended September 30, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”)
on November 8, 2024. |
| CUSIP No. 03945R102 |
4 of 8 Pages |
| 1. |
Name of Reporting
Person
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capri Growth LLC |
| 2. |
Check the Appropriate
Box if a Member of a Group (see instructions)
(a)
¨
(b)
¨ |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS (See
Instructions)
WC, OO |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
| 6. |
Citizenship or Place
of Organization
Delaware |
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
27,895,804 (1) |
| 9. |
Sole Dispositive
Power
0 |
| 10. |
Shared Dispositive
Power
27,895,804 (1) |
| |
|
|
|
| 11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,895,804 (1) |
| CUSIP No. 03945R102 |
5 of 8 Pages |
| 12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
| 13. |
Percent of Class
Represented by Amount in Row (11)
6.6%(2) |
| 14. |
Type of Reporting
Person (See Instructions)
OO |
| (1) | Consists of: (i) 139,526 shares of the Issuer’s Class A Common Stock held directly by Capri and (iii) 27,756,278 shares of Class
B Common Stock held directly by Capri. Mr. Goldstein is the sole managing member of Capri and, as such, has voting and investment discretion
with respect to the securities directly held by it. |
| (2) | The percentage in row 13 is calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, based on an aggregate
389,161,681 shares of Class A Common Stock outstanding as of November 1, 2024, as reported by the Issuer in its Quarterly Report filed
on Form 10-Q for the period ended September 30, 2024, filed with the SEC on November 8, 2024. |
| CUSIP No. 03945R102 |
6 of 8 Pages |
Amendment No. 2 to Schedule 13D
This Amendment Number 2 (this
“Amendment”) amends the statement on Schedule 13D (the “Initial Statement”) initially
filed on September 27, 2021, with the United States Securities and Exchange Commission (the “SEC”),
as amended by Amendment No. 1 (“Amendment 1” and, together with the Initial Statement, the “Statement”),
filed by the Reporting Persons on June 28, 2022, with respect to the Class A Common Stock, par value $0.0001 per share, of Archer
Aviation Inc. (the “Issuer”), a Delaware corporation.
This Amendment is being
filed in connection with the acquisition by Adam Goldstein of 5,002,306 shares of the Issuer’s Class B Common Stock as a
result of the settlement of an equal number of performance-based restricted stock units on November 18, 2024 (the
“Issuance Date”), in connection with the achievement of the performance criteria for Tranche 2 of
Mr. Goldstein’s Founder Grant, the settlement thereof by the Issuer, and Mr. Goldstein’s conversion thereupon of such shares to
Class A Common Stock.
This Amendment is being filed
in accordance with Rule 13d-2(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
to report an increase in Mr. Goldstein’s beneficial ownership of the Issuer’s securities.
This Amendment amends and
supplements the Statement as set forth herein. Except as expressly provided herein, all Items of the Statement remain unchanged. All capitalized
terms contained herein but not otherwise defined shall have the meanings ascribed to them in the Statement. Information given in response
to each Item shall be deemed incorporated by reference in all other Items of the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
Item
3 of the Statement is hereby amended with the addition of the following four paragraphs:
On the Issuance
Date, Mr. Goldstein acquired direct ownership of an additional 5,002,306 shares of Class B Common Stock in connection with
the vesting and settlement of an equal number of performance-based restricted stock units (the “Second Tranche PRSUs”),
for which the performance conditions were determined by the Issuer's Board of Directors to have been met. Accordingly, the Second Tranche
PRSUs, which comprised one quarter of the Founder Grant (defined in Item 6 of the Statement), were issued on the Issuance
Date.
Mr. Goldstein
did not pay any consideration for the shares of Class B Common Stock underlying the Second Tranche PRSUs; however, as a condition
to the settlement of the Second Tranche PRSUs, Mr. Goldstein is required by the Issuer to satisfy withholding tax liabilities
associated with the settlement of the Second Tranche PRSUs.
Additional information
concerning the Second Tranche PRSUs and the Founder Grant award agreement entered into by and between Mr. Goldstein and Legacy Archer
prior to the Business Combination is provided in Item 6 of the Statement, as well as in the 2019 Plan, Offer Letter, and
RSU Award Agreement.
The
preceding description of the settlement of the Second Tranche PRSUs is qualified by reference to the full text
of the 2019 Plan, Offer Letter, and RSU Award Agreement, which were filed as Exhibits 99.6, 99.7, and
99.8, respectively, to Amendment 1 of the Statement, and which are incorporated herein by reference.
Item 4. Purpose of Transaction.
Item
4 of the Statement remains unmodified, except for the addition of the following: The Reporting Persons do not
currently plan any future sales of the Issuer’s securities except to the extent required to satisfy estimated tax liabilities.
As previously reported in Amendment 1 of the Statement, future sales could be required in connection with any future vesting of the
remaining tranches of the Founder Grant. Likewise, sales to satisfy future estimated tax liabilities may be necessary in connection
with the vesting and settlement of any future equity awards granted to Mr. Goldstein by the Issuer from time to time, if any.
The Reporting Persons may also acquire shares of the Issuer’s capital stock in the future from time to time, for example,
through purchases of stock in the open market, for purposes of long-term investment and value appreciation.
| CUSIP No. 03945R102 |
7 of 8 Pages |
Item 5. Interest in Securities of the Issuer.
| (a)-(b) | All percentages set forth in
this Item 5 were calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Exchange Act and
based on an aggregate total of 389,161,681 shares of the Issuer’s Class A Common
Stock outstanding as of November 1, 2024, as reported by the Issuer in its Quarterly Report filed on Form 10-Q for the period
ended September 30, 2024, filed with the SEC on November 8, 2024. |
As
of the Issuance Date, the Reporting Persons may be deemed to beneficially
own, for purposes of Rule 13d-3(d)(1)(i) of the Exchange Act, an aggregate total of 39,359,763 shares of the Issuer’s
registered equity class of security, which represents 9.3% of the Issuer’s outstanding Class A Common Stock, and which includes
an aggregate 34,217,931 shares of Class B Common Stock which are convertible at any time into an equal number of shares of Class A
Common Stock at the election of the holder or automatically upon certain transfers or the occurrence of certain events described in the
Issuer’s Amended and Restated Certificate of Incorporation. The Reporting Persons did not, and do not, have the right to acquire
any additional shares of the Issuer’s capital stock within sixty days of the Issuance Date.
As
of the Issuance Date, assuming the conversion of all of the Reporting Persons’ shares of Class B Common Stock into shares
of the Issuer’s Class A Common Stock, Capri may be deemed to have: (i) sole power to vote and dispose, or direct the vote
and disposition of, 0 shares, or 0.0%, of the Issuer’s Class A Common Stock and (ii) shared power to vote and dispose,
or direct the vote and disposition of, 27,895,804 shares, or 6.6%, of the Issuer’s Class A Common Stock.
As of the Issuance Date, assuming the conversion of all of the Reporting Persons’ shares of Class B Common Stock into shares
of the Issuer’s Class A Common Stock, Mr. Goldstein may be deemed to have: (i) sole power to vote and dispose, or
direct the vote and disposition of, 11,463,959 shares, or 2.7%, of the Issuer’s Class A Common Stock and (ii) shared power
to vote and dispose, or direct the vote and disposition of, 27,895,804 shares, or 6.6%, of the Issuer’s Class A Common Stock.
| (c) | On the Issuance Date, Mr. Goldstein acquired direct ownership of an additional 5,002,306 shares
of the Issuer’s Class B Common Stock as a result of the settlement of the Second Tranche PRSUs pursuant to
Mr. Goldstein’s Founder Grant, in connection with the achievement of the performance criteria established for such
tranche in the RSU Award Agreement. Upon receipt of the aforementioned shares of Class B Common Stock, Mr. Goldstein converted them into an equal number of shares of Class
A Common Stock. |
Except as described in this Amendment,
neither of the Reporting Persons has engaged in any transactions in the Issuer’s capital stock in the past sixty days.
| (d) | To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s capital stock beneficially owned by
the Reporting Persons. |
| CUSIP No. 03945R102 |
8 of 8 Pages |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: November 18,
2024 |
/s/ Adam Goldstein |
| |
Adam Goldstein |
| |
|
| Dated: November 18, 2024 |
CAPRI GROWTH LLC |
| |
|
| |
By: |
/s/ Adam Goldstein |
| |
Name: |
Adam Goldstein |
| |
Title: |
Managing Member |
Archer Aviation (NYSE:ACHR)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Archer Aviation (NYSE:ACHR)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
