Archer Aviation Inc

DEF 14A 1 ny20036351x2_def14a.htm DEF14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Archer Aviation Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

November 14 , 2024

To Our Stockholders:

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Archer Aviation Inc. (the “Company,” “we” or “us”), which will be held virtually atwww.virtualshareholdermeeting.com/ACHR2024SM on Friday, December 20, 2024, 12:00 p.m. Pacific Time. The Special Meeting will be held in a virtual meeting format only and you will not be able to attend in person. We believe that a virtual stockholder meeting provides greater access to those who wish to attend, lowers costs, and aligns with our broader sustainability goals and therefore we have chosen this format over an in-person meeting.

The matters expected to be acted upon at the Special Meeting are described in the accompanying Notice of Special Meeting of Stockholders (the “Notice”) and Proxy Statement (the “Proxy Statement”). The Special Meeting materials include the Notice, Proxy Statement and proxy card. Please see the section called “Who can attend the Special Meeting?” on page 6 of the Proxy Statement for more information about how to attend the Special Meeting online.

Your vote is important. Whether or not you plan to attend the Special Meeting virtually, please cast your vote as soon as possible by Internet, telephone or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Special Meeting regardless of whether or not you attend virtually. Returning the proxy does not affect your right to attend the Special Meeting virtually or to vote your shares virtually during the Special Meeting. Thank you for your support.

Sincerely,

ADAM GOLDSTEIN

Founder & Chief Executive Officer

IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED. PLEASE NOTE THAT ANY STOCKHOLDER ATTENDING THE SPECIAL MEETING MAY VOTE ONLINE DURING THE SPECIAL MEETING, EVEN IF THE STOCKHOLDER HAS ALREADY RETURNED A PROXY CARD OR VOTING INSTRUCTION CARD. HOWEVER, IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE SPECIAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.

ARCHER AVIATION INC.

190 W. Tasman Drive

San Jose, California 95134

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD FRIDAY, DECEMBER 20, 2024

The Special Meeting of Stockholders (the “Special Meeting”) of Archer Aviation Inc., a Delaware corporation (the “Company,” “we”, “our” or “us”), will be held virtually on Friday, December 20, 2024, 12:00 p.m. Pacific Time. You will be able to attend the Special Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ACHR2024SM and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. The Special Meeting will be held for the following purposes:

Holders of record of our Class A Common Stock and our Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), as of the close of business on October 30, 2024 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting, or any continuation, postponement, or adjournment of the Special Meeting. Each share of Class A Common Stock that you own represents one vote and each share of Class B Common Stock that you own represents ten votes. For questions regarding your stock ownership, you should contact your broker or, alternatively, if you do not hold shares through a broker, you may contact us at legal@archer.com, or our transfer agent, Continental Stock Transfer & Trust Company, through its website at https://continentalstock.com, by phone at (212) 509-4000, or by e-mail at cstmail@continentalstock.com. For ten days prior to the Special Meeting, a complete list of the stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose relating to the Special Meeting during ordinary business hours at our headquarters, at 190 W. Tasman Drive, San Jose, California 95134. The Special Meeting may be continued, postponed, or adjourned from time to time without notice other than by announcement at the Special Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Special Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials, or by signing, dating and mailing the enclosed proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Special Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Special Meeting if you desire to do so, as your proxy is revocable at your option.

This Notice of the Special Meeting, Proxy Statement, and form of proxy will be mailed on or about November 15 , 2024 to all stockholders of record entitled to vote at the Special Meeting.

By Order of the Board of Directors:

ERIC LENTELL

General Counsel and Secretary

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