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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
Date of Report: November 6, 2025
Archer Aviation Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-39668 85-2730902
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer Identification No.)
190 West Tasman Drive
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Symbol(s)
Name of each exchange
on which registered
Class A common stock, par value $0.0001 per share ACHR New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share ACHR WS New 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  o
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. o Item 1.01 Entry into a Material Definitive Agreement.



Registered Direct Offering
On November 6, 2025, Archer Aviation Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, and the Purchasers agreed to purchase, 81,250,000 shares (the “Shares”) of the Company’s Class A common stock in a registered direct offering (the “Registered Offering”) at a price of $8.00 per Share, for gross proceeds of $650.0 million before deducting the placement fees and related offering expenses. The Registered Offering is expected to close on or about November 10, 2025, subject to customary closing conditions.
The Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and other obligations of the parties.
The Registered Offering was made pursuant to the shelf registration statement on Form S-3ASR (File No. 333-284812), including the prospectus dated February 11, 2025 contained therein, and the prospectus supplement to be filed on or about November 7, 2025.
In connection with the Registered Offering, the Company also entered into a placement agency agreement, dated as of November 6, 2025 (the “Placement Agency Agreement”), with Moelis & Company LLC and Cantor Fitzgerald & Co. (the “Placement Agents”).
The Company intends to use $171 million of the net proceeds from the Registered Offering for the pending acquisition and planned redevelopment of Hawthorne Airport and the remainder for general corporate purposes. Other than with respect to our planned acquisition and redevelopment plans for Hawthorne Airport, we have not yet determined the amount of net proceeds to be used specifically for any particular purpose or the timing of these expenditures. Accordingly, our management will have broad discretion and flexibility in applying the net proceeds from the sale of these securities, and investors will be relying on the judgment of our management regarding the application of the net proceeds. Additionally, the amount of capital expenditures required for the redevelopment of Hawthorne Airport is based on our estimates as of the date hereof.
The form of Purchase Agreements is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the terms of the Purchase Agreements is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Fenwick & West LLP, relating to the validity of the Shares, is filed with this Current Report on Form 8-K as Exhibit 5.1.

Item 2.02 Results of Operations and Financial Condition.
On November 6, 2025, the Company will hold a conference call regarding its operational and financial results for the third quarter ended September 30, 2025. The Company also issued a letter to its stockholders (the “Shareholder Letter”) and a press release (the “Press Release”) announcing its operational and financial results for the third quarter ended September 30, 2025. Copies of the Shareholder Letter and the Press Release are furnished herewith as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
The Company makes or will make reference to non-GAAP financial information in the Shareholder Letter, the Press Release and on the conference call. A reconciliation of GAAP to non-GAAP results is provided in the Shareholder Letter and the Press Release, as attached to this Current Report on Form 8-K.
The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2, 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 to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
5.1
10.1
23.1
99.1
99.2
104 Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101)



Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the expected net proceeds of the Registered Offering and the anticipated use of proceeds of the Registered Offering, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks identified in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2024, the base prospectus contained in our Registration Statement on Form S-3 filed on February 11, 2025, as supplemented by our prospectus supplement filed on June 13, 2025, the Current Report on Form 8-K filed on June 13, 2025, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect the Company’s results of operations, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.



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 6, 2025
By: /s/ Eric Lentell
Name: Eric Lentell
Title: Chief Legal & Strategy Officer

EX-5.1 2 exhibit51opinion.htm EX-5.1 exhibit51opinion
November 6, 2025 Archer Aviation Inc. 190 West Tasman Drive San Jose, California 95134 Re: Registration Statement on Form S-3ASR Ladies and Gentlemen: As counsel to Archer Aviation Inc., a Delaware corporation (the “Company”), we deliver this opinion with respect to certain matters in connection with the offering by the Company of 81,250,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of November 6, 2025, by and among the Company and the purchasers identified on the signature pages thereto. The Shares were registered pursuant to the Registration Statement on Form S-3ASR (File No. 333-284812) filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 11, 2025 (the registration statement at the time it automatically became effective, including the documents or portions thereof incorporated by reference therein, as modified or superseded as described therein, and the information deemed to be a part thereof pursuant to Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), the “Registration Statement”) under the Securities Act, including the prospectus dated February 11, 2025 included therein (the “Base Prospectus”) as supplemented by the final prospectus supplement dated November 7, 2025, filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). The offering of the Shares by the Company pursuant to the Registration Statement, the Prospectus and the Purchase Agreement is referred to herein as the “Offering.” This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares. As to matters of fact relevant to the opinions rendered herein, we have examined such documents, certificates and other instruments which we have deemed necessary or advisable, including a certificate addressed to us and dated the date hereof executed by the Company. We have not undertaken any independent investigation to verify the accuracy of any such information, representations or warranties or to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinions set forth below. We have not considered parol evidence in connection with any of the agreements or instruments reviewed by us in connection with this letter.


 
Archer Aviation Inc. November 6, 2025 Page 2 In our examination of documents for purposes of this letter, we have assumed, and express no opinion as to, the genuineness and authenticity of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, that each document is what it purports to be, the conformity to originals of all documents submitted to us as copies or facsimile copies, the absence of any termination, modification or waiver of or amendment to any document reviewed by us (other than as has been disclosed to us), the legal competence or capacity of all persons or entities (other than the Company) executing the same and (other than the Company) the due authorization, execution and delivery of all documents by each party thereto. We have also assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except for required EDGAR formatting changes, to physical copies submitted for our examination. The opinions in this letter are limited to the existing General Corporation Law of the State of Delaware now in effect. We express no opinion with respect to any other laws. We express no opinion regarding the effectiveness of any waiver or stay, extension or of unknown future rights. Further, we express no opinion regarding the effect of provisions relating to indemnification, exculpation or contribution to the extent such provisions may be held unenforceable as contrary to federal or state securities laws or public policy. Based upon the foregoing, and subject to the qualifications and exceptions contained herein, we are of the opinion that the Shares, when issued, sold and delivered in the manner and for the consideration stated in the Registration Statement and the Prospectus and in accordance with the resolutions adopted by the Company’s board of directors and the pricing committee thereof, will be validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Current Report on Form 8-K to be filed by the Company with the Commission in connection with the offering of the Shares and further consent to all references to us, if any, in the Registration Statement, the Prospectus and any amendments thereto. In giving this consent we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. [Concluding Paragraph Follows on Next Page]


 
Archer Aviation Inc. November 6, 2025 Page 3 This opinion is intended solely for use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, is based solely on our understanding of facts in existence as of such date after the aforementioned examination and does not address any potential changes in facts, circumstance or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein. Very truly yours, /s/ Fenwick & West LLP____________ FENWICK & WEST LLP


 
EX-10.1 3 exhibit101spa.htm EX-10.1 exhibit101spa
Execution SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 6, 2025, by and among Archer Aviation Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively the “Investors”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Investor, and each Investor, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, subject to the conditions set forth herein, and intending to be legally bound hereby, each Investor and the Company acknowledges and agrees as follows: 1. Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1: “Affiliate” means a Person who controls, is controlled by or is under common control with the Person referenced as having such Affiliate. “Business Day” means any day (or any portion of a day), other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law, regulation or governmental order to close in the City of New York, New York. “Common Stock” means the Class A common stock of the Company, par value $0.0001 per share. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “Per Share Purchase Price” equals $8.00, subject to pro rata adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement to provide each Investor with the same pro rata ownership percentage as it had prior to such stock split or similar transaction. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. “Placement Agents” means Moelis & Company LLC and Cantor Fitzgerald & Co.


 
2 “Prospectus” means the prospectus, dated February 11, 2025, contained within the Registration Statement. “Prospectus Supplement” means the supplement to the Prospectus complying with Rule 424(b) that will be filed with the SEC and delivered by the Company to each Investor prior to the Closing. “Registration Statement” means the effective Registration Statement on Form S- 3ASR (File No. 333-284812), as such Registration Statement may be amended and supplemented from time to time, which registers the sale of the Shares to the Investors. “Rule 424” means Rule 424 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule. “SEC” means the United States Securities and Exchange Commission. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “Shares” means the shares of Common Stock issued or issuable to each Investor pursuant to this Agreement. “Subscription Amount” means, as to each Investor, the aggregate amount to be paid for Shares purchased hereunder by such Investor as specified below such Investor’s name on the signature page to this Agreement and next to the heading “Subscription Amount,” which shall equal the number of Shares to be purchased and sold hereunder with respect to such Investor multiplied by the Per Share Purchase Price, in United States dollars and in immediately available funds. “Transaction Documents” means this Agreement, all exhibits and schedules hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder. 2. Subscription. (a) Subject to the terms and conditions hereof, each Investor hereby irrevocably agrees, severally and not jointly, to purchase from the Company at the Per Share Purchase Price, and the Company hereby irrevocably agrees to issue and sell to each Investor upon payment of the Subscription Amount, the Shares listed on the applicable signature page hereto, free and clear of any liens or other restrictions on transfer, other than restrictions of state or federal securities laws. (b) The offering and sale of the Shares is being made pursuant to (i) an effective Registration Statement on Form S-3ASR (File No. 333-284812), as such Registration Statement may be amended and supplemented from time to time, under the Securities Act, filed by the Company with the SEC, including the prospectus contained therein dated February 11, 2025; and


 
3 (ii) a prospectus supplement complying with Rule 424(b) that will be delivered to each Investor prior to the Closing and will be filed with the SEC. 3. Closing. (a) The closing of the purchase and sale of the Shares contemplated hereby (the “Closing”) shall occur on the first Business Day following the execution and delivery of this Agreement by the Investors and the Company, or such other date as mutually agreed upon in writing (email being sufficient) by the Company and each Investor (the “Closing Date”). The Company shall provide at least one Business Day prior to the Closing Date, written notice to each Investor (the “Closing Notice”) containing wire instructions for the payment of the Subscription Amount, a completed and signed Internal Revenue Service Form W-9 or W-8BEN-E, as applicable, and any other wire “know your client” information as may be reasonably requested by each Investor. At the Closing, each Investor shall deliver to the Company the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. At the Closing and immediately after receiving the Subscription Amount, the Shares shall be released by the Company or its Transfer Agent (as defined below) to each Investor by electronic book-entry at The Depository Trust Company registered to the account of the DTC participant indicated by each respective Investor on its signature page hereto, free and clear of any liens or other restrictions whatsoever (other than those arising from this Agreement and applicable securities laws). Notwithstanding anything in this Agreement to the contrary and as may be agreed to among the Company and the Investor if the Investor informs the Company that (a) it is an investment company registered under the Investment Company Act of 1940, as amended, (b) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (c) that its internal compliance policies and procedures so require it, then (1) prior to the delivery by the Investor of the Subscription Amount, the Company shall deliver to the Investor evidence of the issuance of the Investor’s Shares from Continental Stock Transfer & Trust Company (the “Transfer Agent”) in form and substance reasonably acceptable to the Investor and (2) following receipt of such evidence, such Investor shall deliver the Subscription Amount. (b) In the event that the Closing has not occurred on or before the fifth Business Day after the date of this Agreement, any payment by any Investor hereunder will be immediately returned by the Company to the applicable Investor by wire transfer in immediately available funds to the account specified by such Investor and the obligations of the Company, on the one hand, and the Investor, on the other, to effect the Closing shall terminate. (c) Prior to or at the Closing, each Investor shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9,W-8BEN-E or W-8IMY, as applicable. (d) Prior to or at the Closing, the Company shall deliver to each Investor a copy of the irrevocable instructions to the Transfer Agent to deliver on an expedited basis via DRS book-entry procedure of DWAC Shares equal to such Investor’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Investor. 4. Closing Conditions. The obligation of each Investor to consummate the purchase


 
4 of Shares pursuant to this Agreement is subject to the satisfaction (or valid waiver by such Investor in writing with respect to itself only) of the following conditions that, at the Closing: (a) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; (b) the Company shall have, prior to the Closing Date, prepared and filed a supplemental listing application with the New York Stock Exchange ( “NYSE”) to list the Shares and the NYSE shall have conditionally authorized, subject to official notice of issuance, the listing of the Shares; (c) no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings initiated under Section 8(d) or 8(e) of the Securities Act for that purpose or pursuant to Section 8A of the Securities Act shall be pending or threatened by the SEC; (d) the Common Stock (i) shall be designated for quotation or listed (as applicable) on the NYSE and (ii) shall not have been suspended, as of the Closing Date, by the SEC or the NYSE from trading on the NYSE nor shall suspension by the SEC or the NYSE have been threatened, as of the Closing Date, either (A) in writing by the SEC or the NYSE or (2) by falling below the minimum maintenance requirements of the NYSE; (e) the Company shall have caused all of the Company’s directors and executive officers to execute lock-up agreements, in a form reasonably acceptable to the Placement Agents, for a lock-up period of 60 days commencing on the date hereof (subject to customary exceptions) and each such lock-up agreement shall be in full force and effect on the Closing Date and shall have been furnished to the Investors; (f) the Company shall have furnished all required materials to its Transfer Agent to reflect the issuance of the Shares at the Closing; (g) all representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties contained in Section 6(a)-(d) and those representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true in all respects) at and as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects, or in all respects, as applicable, as of such earlier date), and consummation of the Closing by the Company shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Agreement as of the Closing Date


 
5 (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects, or in all respects, as applicable, as of such earlier date); (h) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing Date; (i) the delivery to the Investors of an opinion of Company counsel, in form and substance reasonably acceptable to the Placement Agents; (j) the Company shall have delivered to the Investors a certificate, in form and substance reasonably acceptable to the Placement Agents, duly executed by the Company’s secretary and dated as of the Closing Date, certifying (i) all resolutions adopted by the Company in connection with this Agreement, and the transactions contemplated hereby (including, without limitation, the issuance and sale of the Shares), (b) that all such resolutions remain in full force and effect, (c) the current versions of the Company’s Certificate of Incorporation and Bylaws (each, as defined below), and (d) the signatures and authorities of persons signing the Transaction Documents and related documents on behalf of the Company; (k) the Company shall have delivered to the Investors a certificate, in form and substance reasonably acceptable to the Placement Agents, duly executed by the Company’s Chief Executive Officer or its Interim Chief Financial Officer and dated as of the Closing Date, certifying the fulfillment of the conditions specified in Sections 4(a), (b), (c), (g) and (m); (l) the Company shall have delivered to the Investors the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and (m) since the date of this Agreement, no event or series of events shall have occurred that has had or would reasonably be expected to have a Material Adverse Effect. 5. Further Assurances. At and after the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties may reasonably deem to be practical and necessary to consummate the transactions contemplated by this Agreement. 6. Company Representations and Warranties. The Company represents and warrants to the Investors that: (a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the Prospectus and the Prospectus Supplement, together with the documents incorporated by reference therein. In addition, the Company is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction that requires such qualification, whether by reason of the ownership or leasing of property, the conduct of business or otherwise, except as has not had


 
6 or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Shares are duly authorized and, when issued and delivered to each Investor (or its nominee(s) or custodian, as applicable) after full payment thereof in accordance with the terms of this Agreement, the Shares will be validly issued, fully paid and non-assessable and will be delivered free and clear of any lien or restriction on transfer (other than those provided in this Agreement), and will not have been issued (i) in violation of or subject to any preemptive or similar rights created under the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), or Amended and Restated Bylaws (the “Bylaws”) in effect as of the time the Shares are issued or under Delaware General Corporation Law, or (ii) in violation of applicable law. (c) The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became automatically effective on February 11, 2025 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Company and the transactions contemplated by this Agreement meet the requirements for use of Form S-3 under the Securities Act. The Registration Statement is effective under the Securities Act and meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. No stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SEC, and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC. The Company will next file with the SEC the Prospectus Supplement in accordance with Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, including the Prospectus Supplement, at the time the Prospectus or any amendment or supplement thereto, including the Prospectus Supplement, were issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Company agrees to pay the fees required by the SEC relating to the Shares within the time required by Rule 456(b)(1) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rule 456(b) of the Securities Act and Rule 457(r) of the Securities Act. The Company has not received from the SEC any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. (d) The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed on the NYSE under the trading symbol “ACHR.” The Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act or delist the Common Stock from the NYSE. The Company (i) has not received any notification that the NYSE is contemplating a delisting of the Common Stock from the NYSE and


 
7 (ii) is in material compliance with all applicable listing requirements of the NYSE. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company. (e) At the time of the filing of the Registration Statement and the Prospectus, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Shares, the Company was not and is not an “ineligible issuer” (as defined in Rule 405 of the Securities Act), including (i) the Company or any of its subsidiaries in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (ii) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Securities Act and not being the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of Shares hereby, all as described in Rule 405 of the Securities Act, without taking account of any determination by the SEC pursuant to Rule 405 of the Securities Act that is it not necessary that the Company be considered an “ineligible issuer.” (f) The Transaction Documents have been duly authorized, validly executed and delivered by a duly authorized representative of the Company. The signature of the Company on each of the Transaction Documents is genuine, and such signatory has been duly authorized to execute each of the Transaction Documents. Assuming that each applicable Transaction Document is validly executed and delivered by a duly authorized representative of each Investor, such Transaction Document constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally. (g) The execution, delivery and performance of this Agreement, including the issuance and sale by the Company of the Shares, are within the corporate powers of the Company, and do not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any contract, indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the Company’s organizational documents, including, without limitation, its Certificate of Incorporation or Bylaws, as may be applicable, or (iii) result in a breach, default or any other violation of any applicable statute or any judgment, order, rule or regulation of any court, other tribunal or any governmental commission, agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties (or that of any of its subsidiaries), except in the case of each of (i) and (iii) any such breach, default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (h) As of their respective filing dates, all reports required to be filed by the Company with the SEC since September 17, 2021 (the “SEC Reports”) were filed on a timely basis in compliance with SEC rules and requirements and complied in all material respects with


 
8 the applicable requirements of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder. None of the SEC Reports, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited financial statements, to normal, year- end audit adjustments. A copy of each SEC Report is available to the Investors via the SEC’s EDGAR system. There are no material outstanding or unresolved comments in comment letters received by the Company (or any affiliate or subsidiary thereof) from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. As of the most recent determination date (as determined pursuant to Rule 405 of the Securities Act), the Company qualifies (as of the Closing Date) as a well-known seasoned issuer. (i) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents (including, without limitation, the issuance of the Shares), other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, and (iii) those required by the NYSE. (j) As of the date hereof, the authorized share capital of the Company consists of 1,410,000,000 shares of capital stock, consisting of (i) 1,400,000,000 shares of Common Stock and (ii) 10,000,000 shares of Company’s preferred stock, $0.0001 par value per share (“Preferred Stock”). As of close of business on the date immediately preceding the date hereof, (i) 651,341,543 shares of Common Stock were issued and outstanding, all of which are validly issued, fully paid and non-assessable and not subject to any preemptive rights, (ii) no shares of Common Stock are held in the treasury of the Company, (iii) 21,011,340 warrants are issued and outstanding at a weighted-average exercise price of $0.01 per share, and (iv) no shares of Preferred Stock were issued and outstanding. The Company has not issued or agreed to issue any capital stock since its most recently filed periodic report under the Exchange Act, other than (i) 3,921,875 shares of Common Stock issued pursuant to the Company’s Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co., (ii) (x) up to $55,001,114 of shares of Common Stock, (y) 314,760 shares of Common Stock underlying warrants to purchase shares of Common Stock with an exercise price of $0.01 per share and (z) shares of Common Stock underlying warrants to purchase an aggregate $5,000,000 of shares of Common Stock with an exercise price of $0.01 per share, in each case issued to certain service providers of the Company as consideration for services provided to the Company and (iii) the issuance of shares of Common Stock in the ordinary course of business in connection with the exercise of warrants or to service providers pursuant to the Company’s 2019 Equity Incentive Plan, 2021 Amended and Restated Equity Incentive Plan and 2021 Employee Stock Purchase Plan. As of the date hereof, except as set forth above, pursuant to the Transaction Documents or the subscription agreement, dated December 11 2024, by and between the Company and Stellantis N.V. (“Stellantis”), pursuant to which the Company has


 
9 agreed to issue 751,879 shares of Common Stock to Stellantis, and pursuant to the Company’s 2021 Amended and Restated Equity Incentive Plan and 2019 Equity Incentive Plan, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any shares of Common Stock or other equity interests in the Company (collectively, “Equity Interests”) or securities convertible into or exchangeable or exercisable for Equity Interests. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares that have not been or will not be validly waived on or prior to the Closing. All of the outstanding shares of Common Stock are duly authorized and have been validly issued and are fully paid and nonassessable. (k) As of the date hereof, the Company has not received any written communication from a governmental or self-regulatory authority that seeks to enjoin the transactions contemplated by the Transaction Documents. (l) Other than this Agreement, the Company has not entered into any side letter or similar agreement with any Investor or in connection with any Investor’s direct or indirect investment in the Company. (m) As of the date hereof, the issued and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. There is no suit, action, proceeding or investigation pending or, to the Company’s knowledge, threatened against the Company (or any controlled affiliate or subsidiary thereof) by the NYSE or the SEC, including with respect to any intention by such entity to deregister such shares of Common Stock or prohibit or terminate the listing of such shares of Common Stock on the NYSE, excluding, for the purposes of clarity, the customary periodic review of certain periodic reports filed by the Company with the SEC. The Company has taken no action that would be reasonably expected to terminate, or lead to the termination or deregistration of such shares of Common Stock under the Exchange Act within a reasonable period after Closing. (n) Except as previously and expressly disclosed in the SEC Reports, there is no material (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or threatened in writing against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against the Company. The Company has not received any written communication from a governmental authority that alleges that the Company is not in compliance with, or is in default or violation of, any applicable law, except where such non-compliance, default or violation would not be reasonably expected to have, individually or in the aggregate, (i) a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole or (ii) a material adverse effect on the performance by the Company of its obligations under this Agreement (a “Material Adverse Effect”). (o) The Company is not under any obligation to pay any broker’s or finder’s fee or commission (or similar fee) in connection with the sale of the Shares, other than to the Placement Agents. The Company is solely responsible for the payment of any fees or commissions of the Placement Agents. None of the Company nor its affiliates or subsidiaries have taken any action which could result in the Investors being required to pay any such fee or commission.


 
10 (p) The Company is not and has not been in the past twelve (12) months an “investment company” or required to register as an “investment company,” in each case within the meaning of the Investment Company Act. (q) None of the Company, its subsidiaries nor, to the Company’s knowledge, any of its affiliates or any person acting on its behalf has, directly or indirectly, at any time within the applicable period set forth in Rule 152 promulgated under the Securities Act, made, or will make, any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the sale of the Shares pursuant to this Agreement to be integrated with prior or concurrent offerings by the Company for purposes of any applicable law or regulation. No stockholder approval is required under NYSE rules or regulations in connection with the issuance of the Shares pursuant to this Agreement. (r) None of the Company, its subsidiaries, any of their respective officers and directors nor any other person acting in a similar capacity or carrying out a similar function nor, to the Company’s knowledge any of its Affiliates, is (i) a person named on the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, including the United Kingdom (collectively, “Sanctions Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, the non-government controlled areas of Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the United Kingdom, the European Union or any individual European Union member state; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). To the extent required by applicable law, the Company also represents that it maintains policies and procedures reasonably designed to ensure compliance with sanctions administered by the United States, the United Kingdom, the European Union, or any individual European Union member state to the extent applicable to the Company. (s) The financial statements of the Company, as filed with the SEC, including the notes thereto and supporting schedules, fairly present the financial position and results of operations, stockholders’ equity and cash flows of the Company and its subsidiaries, on a consolidated basis, at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), applied on a consistent basis throughout the periods covered thereby; and the supporting schedules included therein present fairly the information required to be stated therein. Except as set forth in the financial statements of the Company, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons which would,


 
11 individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. (t) PricewaterhouseCoopers LLP (the “Auditor”), who have audited certain consolidated financial statements of the Company and its subsidiaries, have audited the Company’s internal control over financial reporting and have delivered their report with respect to the audited consolidated financial statements of the Company as of December 31, 2024 and 2023 and for each of the three years in the period ended December 31, 2024 and the related financial statement schedule incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm as required by the Act and the rules and regulations of the SEC thereunder and the rules and regulations of the Commission thereunder. (u) The Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s assets. The Company maintains, and has maintained, books and records of the Company in the ordinary course of business that are accurate and complete and properly reflect the revenues, expenses, assets and liabilities of the Company in all material respects. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act applicable to the Company and is effective, and the Company is not aware of any material weaknesses in its internal control over financial reporting. The Company maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. (v) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act, and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications. (w) The Company has all approvals, licenses, permits and certificates (the “Material Permits”) that are required for it to own, lease or operate its properties and assets and to conduct its business as currently conducted, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company. Except as is not and would not reasonably be expected to be material to the Company, (i) each Material Permit is in full force and effect in accordance with its terms and (ii) no written notice of revocation, cancellation or termination of any Material Permit has been received by the Company. The Company is, and since the Company’s incorporation has been, in compliance in all material respects with the terms of all


 
12 the Material Permits. To the Company’s knowledge, no event, circumstance, or state of facts has occurred which (with or without due notice or lapse of time or both) would reasonably be expected to result in the failure of the Company to be in compliance with the terms of the Material Permits. (x) The Company is, and since the Company’s incorporation has been, in compliance in all respects with all Environmental Laws. Except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company: (i) the Company has not received any written communication or notice or, to the Company’s knowledge, other communication from any governmental authority or any other person regarding any actual, alleged, or potential violation of, or liability under, any Environmental Laws; (ii) there is (and since the Company’s incorporation there has been) no proceeding or order pending or threatened in writing against the Company in respect to any Environmental Laws; and (iii) there has been no manufacture, release, treatment, storage, disposal, arrangement for disposal, transport or handling of, contamination by, or exposure of any Person to, any Hazardous Substances. “Environmental Laws” means all laws and orders concerning pollution, protection of the environment, or public or worker health or safety. “Hazardous Substances” means any material, substance or waste that is regulated by, or may give rise to a liability pursuant to, any Environmental Law, including any petroleum products or byproducts, asbestos, lead, polychlorinated biphenyls, per- and poly- fluoroalkyl substances, radiation, or radon. (y) Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries own or possess adequate Intellectual Property rights in connection with the conduct of their respective businesses as currently conducted. Except as would not, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect, since the Company’s incorporation, neither the conduct of the business of the Company nor any of the Company’s products offered, marketed, licensed, provided, sold, distributed or otherwise exploited by the Company nor the design, development, manufacturing, reproduction, use, marketing, offer for sale, sale, importation, exportation, distribution, maintenance or other exploitation of any of such products infringes, constitutes or results from an unauthorized use or misappropriation of, dilutes or otherwise violates, or has infringed, constituted or resulted from an unauthorized use or misappropriation of, diluted or otherwise violated any Intellectual Property rights of any other person or entity. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its subsidiaries, being threatened, against the Company or any of its subsidiaries regarding its Intellectual Property rights, except where such claim, action or proceeding is not reasonably likely to result in a Material Adverse Effect. To the Company’s knowledge, since the Company’s incorporation, no person or entity is infringing, misappropriating, misusing, diluting or otherwise violating, or has infringed, misappropriated, misused, diluted or otherwise violated, any Intellectual Property owned by the Company, except as would not, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. Since the Company’s incorporation, the Company has not made any written claim against any person or entity alleging any infringement, misappropriation, dilution or other violation of any such owned Intellectual Property, except any infringement, misappropriation, dilution or other violation of any such owned Intellectual Property as would not, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. “Intellectual Property” means intellectual property rights protected, created or arising under the laws of the United States or any other jurisdiction or under any international convention, including all (i) patents and patent applications, patent disclosures,


 
13 industrial designs and design patent rights, including any continuations, divisionals, continuations- in-part and provisional applications and statutory invention registrations, and any patents issuing on any of the foregoing and any reissues, reexaminations, substitutes, supplementary protection certificates, extensions of any of the foregoing; (ii) trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names, corporate names and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, extensions and renewals of any of the foregoing; (iii) copyrights and works of authorship, copyrightable works, database and design rights, mask work rights and moral rights, whether or not registered or published, and all registrations, applications, renewals, extensions and reversions of any of any of the foregoing; (iv) trade secrets, know-how and confidential and proprietary information, including invention disclosures, inventions (whether patentable or not, and whether or not reduced to practice), ideas, formulae, source code, compositions, processes and techniques, methods, methodologies, algorithms, research and development information, drawings, specifications, architectures, designs, plans, proposals, technical data, financial and marketing plans and customer and supplier lists and information; (v) rights in or to software or other technology; and (vi) any other intellectual property rights protectable, arising under or associated with any of the foregoing, including those protected by any law anywhere in the world. (z) Since the dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (i) there has not been any change in the capital stock of the Company (other than the issuance of shares of Common Stock upon exercise of stock options, the vesting of restricted stock units or the issuance of performance shares under, and the grant of options and awards under, equity incentive plans described in the Registration Statement and the Prospectus, the issuance of shares of Common Stock pursuant to any equity incentive plan referenced in the Registration Statement and the Prospectus and the issuance of Shares pursuant to this Agreement) or short-term debt or long-term debt (except for borrowings and the repayment of borrowings in the ordinary course of business) of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock (other than regularly scheduled cash dividends in amounts that are materially consistent with past practice and are fully disclosed in the SEC Reports), or any material adverse change, in the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole, except as fully disclosed in the SEC reports; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority. (aa) Neither the Company nor any of its subsidiaries has taken or will take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the


 
14 Shares, and neither the Company nor any of its subsidiaries is aware of any such action taken or to be taken by any Affiliates or agents of the Company. 7. Investor Representations and Warranties. Each Investor, for itself and for no other Investor, represents and warrants to the Company that: (a) The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Shares only for its own account and not for the account of others, or if the Investor is purchasing for the Shares as a fiduciary or agent for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (iii) has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Shares (this representation and warranty not limiting such Investor’s right to sell the Shares in compliance with applicable federal and state securities laws). The Investor is not an entity formed for the specific purpose of acquiring the Shares. (b) The Investor acknowledges and agrees that the Investor is purchasing the Shares from the Company. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor, by or on behalf of the Company and by any control person, officer, director, employee, agents or representative of the Company, or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company expressly set forth in Section 6 of this Agreement. (c) The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Shares, including information about the Company, its subsidiaries and their respective businesses. Without limiting the generality of the foregoing, the Investor acknowledges that it has access to the SEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. However, neither any such inquiries, nor any due diligence investigation conducted by the Investor or any of the Investor’s professional advisors nor anything else contained herein, shall modify, limit or otherwise affect the Investor’s right to rely on the Company’s representations, warranties, covenants and agreements contained in this Agreement. (d) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the SEC Reports. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor will not look to the Placement Agents for all or part of any such loss or losses the Investor may suffer and is able to sustain a complete loss on its investment in the Shares. The Investor acknowledges that the Investor shall be responsible for any of the Investor’s


 
15 tax liabilities that may arise as a result of the transactions contemplated by this Agreement, and that neither the Company, nor any of its advisors or representatives, has provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by this Agreement. (e) Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. (f) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. (g) The Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this Agreement. (h) The execution, delivery and performance by the Investor of this Agreement is within the corporate or partnership powers of the Investor, has been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound which breach, conflict or default would prevent Investor from performing its obligations hereunder, and will not violate any provisions of the Investor’s organizational documents. The signature of the Investor on this Agreement is genuine, and the signatory has been duly authorized to execute the same, and, assuming that this Agreement has been validly executed and delivered by a duly authorized representative of the Company, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally. (i) Neither the Investor nor any of its officers or directors or any other person acting in a similar capacity or carrying out a similar function, is (i) a person named on a Sanctions List; (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located, resident, or the government, including any political subdivision, agency, or instrumentality thereof, of Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the non-government controlled areas of Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other country or territory embargoed or subject to comprehensive sanctions by the United States, the United Kingdom, the European Union or any individual European Union member state; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R Part 515; or (v) a Prohibited Investor. To the extent required by applicable law, the Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance with sanctions administered by the United States, the United Kingdom, the European Union, or any individual European Union member state to the extent applicable to the


 
16 Investor. The Investor further represents that the funds held by the Investor and used to purchase the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. (j) The Investor’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. (k) On the Closing Date, the Investor will have sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Agreement. (l) The Investor further acknowledges that the Investor has not relied upon the Placement Agents in connection with the Investor’s due diligence review of the offering of the Shares and the Company. The Investor acknowledges and agrees that (i) it has been informed that each Placement Agent is acting solely as placement agent in connection with the transactions contemplated by this Agreement (the “Transaction”) and is not acting as an underwriter or in any other capacity in connection with the Transaction and is not and shall not be construed as a fiduciary for the Investor in connection with the Transaction, (ii) it has not relied on the Placement Agents in connection with its determination as to the legality of its acquisition of the Shares or as to the other matters referenced herein, (iii) it has not relied on any investigation that the Placement Agents, any of their respective Affiliates or any other person acting on their behalf has conducted with respect to the Shares or the Company or any information contained in any research reports prepared by the Placement Agents or any of their respective Affiliates, (iv) the Placement Agents have not made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided any advice, including without limitation financial advice, or recommendation in connection with the Transaction, in each case, to the Investor, (v) the Placement Agents have not solicited any action from the Investor with respect to the offer and sale of the Shares, (vi) the Placement Agents will have no responsibility to the Investor with respect to (A) any representations, warranties or agreements made by any person or entity under or in connection with the Transaction or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) or any thereof, or (B) the business, condition (financial and otherwise), management, operations, properties or prospects of the Company or the Transaction, (vii) certain members of the Placement Agents’ respective executive management and other employees of the Placement Agents, respectively, are holders of Common Stock and (viii) the Placement Agents shall have no liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Investor), whether in contract, tort or otherwise, to the Investor, or to any person claiming through the Investor, in respect of the Transaction. (m) The Investor acknowledges that no disclosure or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Shares. (n) The Investor acknowledges that none of the Placement Agents, nor any of their respective Affiliates, nor any control persons, officers, directors, employees, agents or


 
17 representatives of any of the foregoing has made any independent investigation with respect to the Company or any of their subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by the Company, and do not intend to make any representation or warranty with respect to the Company, the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by the Company. (o) The Investor acknowledges that (i) the Placement Agents may have acquired, or may acquire, nonpublic information with respect to the Company that is not known to the Investor and that may be material to a decision to enter into this transaction to purchase Shares (“Excluded Information”), and (ii) the Investor has determined to enter into the transaction to purchase the Shares notwithstanding its lack of knowledge of the Excluded Information. 8. Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance or non- performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity (including a “group” within the meaning of Section 13(d)(3) of the Exchange Act), and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents and the Company acknowledges that the Investors are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. The decision of each Investor to purchase Shares pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Shares or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor confirms that it has independently participated with the Company in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The use of a single agreement to effectuate the purchase and sale of the Shares contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and not because it was required or requested to do so by any of the Investors. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and an Investor, solely, and not between the Company and the


 
18 Investors collectively and not between and among the Investors and no Investor has responsibility or liability for the actions or inactions of any other Investor. 9. Miscellaneous. (a) Neither this Agreement nor any rights that may accrue to the Investors hereunder (other than the Shares acquired hereunder, if any) may be transferred or assigned to another person other than (i) an assignment by any Investor of its rights, benefits and obligations hereunder to (A) any fund or other entity or account managed by the same investment manager or investment advisor as such Investor or an Affiliate thereof or (B) any Affiliate of such Investor, in each case, without prior written consent of the Company, or (ii) with the prior written consent of Company, provided that, if such transfer or assignment is prior to the Closing, such transferee or assignee, as applicable, executes a joinder to this Agreement or a separate agreement in substantially the same form as this Agreement, including with respect to the Subscription Amount and other terms and conditions, provided that, in the case of any such transfer or assignment made without the prior written consent of the Company, as applicable, the applicable Investor shall remain bound by its obligations under this Agreement in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of Shares contemplated hereby. Neither this Agreement nor any rights that may accrue to the Company hereunder or any of the Company’s obligations may be transferred or assigned without the prior written consent of each Investor. (b) Each Investor acknowledges that the Company may file a form of this Agreement with the SEC as an exhibit to a current or periodic report or a registration statement of the Company. (c) Each Investor acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations, and warranties of such Investor contained in this Agreement. The Company acknowledges that the Investors will rely on the acknowledgments, understandings, agreements, representations, and warranties of the Company contained in this Agreement. Each Investor and the Company acknowledges and agrees that each Placement Agent is a third-party beneficiary hereof and no consent, waiver, modification or amendment hereunder or hereof may be given or agreed to by the Investors or the Company without the Placement Agents’ consent. Prior to the Closing, the Company agrees to promptly notify each Investor and the Placement Agents if any of the acknowledgements, understandings, agreements, representations and warranties set forth in Section 6 above are no longer accurate in any material respect (other than those acknowledgements, understandings, agreements, representations and warranties qualified by materiality, in which case the Company shall notify each Investor and the Placement Agents if they are no longer accurate in any respect). Prior to the Closing, each Investor agrees to promptly notify the Company and the Placement Agents if any of the acknowledgements, understandings, agreements, representations and warranties set forth in Section 7 above are no longer accurate in any material respect (other than those acknowledgements, understandings, agreements, representations and warranties qualified by materiality, in which case the Investor shall notify the Company and the Placement Agents if they are no longer accurate in any respect). Each Investor acknowledges and agrees that each purchase by the Investor of Shares from the Company will constitute a reaffirmation of the


 
19 acknowledgements, understandings, agreements, representations and warranties herein (as modified by any such notice) by the Investor as of the time of such purchase. (d) The Company, the Investors and the Placement Agents are each entitled to rely upon this Agreement and each is irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. (e) Other than consummating the transactions contemplated hereunder, the Investors have not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly, executed, any purchases or sales, including short sales, of the securities of the Company during the period commencing as of the time that such Investor was first informed by the Company or Placement Agents regarding the transactions contemplated hereby and ending upon the public announcement by the Company of the transactions contemplated hereunder. Notwithstanding the foregoing, in the case of an Investor that is a multi- managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers who were provided information regarding the transactions hereunder, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. (f) This Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the Company and Investors which purchased at least 50.1% in interest of the Shares based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Investor) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts an Investor (or group of Investors), the consent of such disproportionately impacted Investor (or group of Investors) shall also be required. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement. (g) This Agreement (including the schedule hereto) and the other Transaction Documents constitute the entire agreement of the parties with respect to the subject matter of said agreements, and said agreements supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject


 
20 matter thereof. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and permitted assigns. (h) Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. (i) If any provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect, provided that each party hereto intends that such invalid, illegal or unenforceable provision will be construed (or otherwise reformed) by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. (j) This Agreement may be executed using manual or electronic signature, in one or more counterparts (including by electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement. “ELECTRONIC SIGNATURE” MEANS (A) THE SIGNING PARTY’S MANUAL SIGNATURE, CONVERTED BY THE SIGNING PARTY TO FACSIMILE OR INDUSTRY-ACCEPTED DIGITAL FORM (SUCH AS A .PDF FILE) AND RECEIVED FROM THE SIGNING PARTY’S CUSTOMARY EMAIL ADDRESS, CUSTOMARY FACSIMILE NUMBER, OR OTHER MUTUALLY AGREED-UPON AUTHENTICATED SOURCE; OR (B) THE SIGNING PARTY’S DIGITAL SIGNATURE EXECUTED USING A MUTUALLY AGREED-UPON DIGITAL SIGNATURE SERVICE PROVIDER, SUCH AS DOCUSIGN OR ADOBE SIGN, AND DIGITAL SIGNATURE PROCESS EACH PARTY TO THIS AGREEMENT (I) AGREES THAT IT WILL BE BOUND BY ITS OWN ELECTRONIC SIGNATURE, (II) ACCEPTS THE ELECTRONIC SIGNATURE OF EACH OTHER PARTY TO THIS AGREEMENT, AND (III) AGREES THAT SUCH ELECTRONIC SIGNATURES SHALL BE THE LEGAL EQUIVALENT OF MANUAL SIGNATURES. (k) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to specific performance or an injunction or injunctions to prevent breaches of this Agreement, without posting a bond or undertaking and without proof of damages, to enforce


 
21 specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. (l) All of the representations and warranties contained in this Agreement shall survive for a period of three years after the Closing Date. All of the covenants and agreements made by each party hereto in this Agreement shall survive the Closing. (m) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED IN THAT STATE. (n) ALL LEGAL ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN ANY DELAWARE CHANCERY COURT AND THE APPELLATE COURTS THEREFROM; PROVIDED, THAT IF JURISDICTION IS NOT THEN AVAILABLE IN THE DELAWARE CHANCERY COURT OR AN APPLICABLE APPELLATE COURT, THEN ANY SUCH LEGAL ACTION MAY BE BROUGHT IN ANY FEDERAL COURT LOCATED IN THE STATE OF DELAWARE OR ANY OTHER DELAWARE STATE COURT. THE PARTIES HERETO HEREBY (A) IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS FOR THEMSELVES AND WITH RESPECT TO THEIR RESPECTIVE PROPERTIES FOR THE PURPOSE OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT BY ANY PARTY HERETO, AND (B) AGREE NOT TO COMMENCE ANY ACTION RELATING THERETO EXCEPT IN THE COURTS DESCRIBED ABOVE IN DELAWARE, OTHER THAN ACTIONS IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE ANY JUDGMENT, DECREE OR AWARD RENDERED BY ANY SUCH COURT IN DELAWARE AS DESCRIBED HEREIN. EACH OF THE PARTIES FURTHER AGREES THAT NOTICE AS PROVIDED HEREIN SHALL CONSTITUTE SUFFICIENT SERVICE OF PROCESS AND THE PARTIES FURTHER WAIVE ANY ARGUMENT THAT SUCH SERVICE IS INSUFFICIENT. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION OR AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, (A) ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE COURTS IN DELAWARE AS DESCRIBED HEREIN FOR ANY REASON, (B) THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE) AND (C) THAT (I) THE ACTION IN ANY SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (II) THE VENUE OF SUCH ACTION IS IMPROPER OR (III) THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS. (o) Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company an applicable Investor, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Investor


 
22 sells to any Person all, or any portion, of the Shares to be issued hereunder to such Investor at the Closing (collectively, the “Pre-Settlement Shares”), such Investor shall, automatically hereunder (without any additional required actions by such Investor or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Investor at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Investor prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Investor as to whether or not during the Pre-Settlement Period such Purchaser shall sell any Shares to any Person and that any such decision to sell any Shares by such Investor shall solely be made at the time such Investor elects to effect any such sale, if any. 10. Non-Reliance and Exculpation. Each of the Investors and the Company acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation or any control person, officer, director, employee, partner, agent or representative of the Company, the Placement Agents or any Investor, as applicable, other than (i) with respect to each Investor, the representations and warranties of the Company expressly contained in Section 6 of this Agreement and any representations made by the Company in the certificates delivered to the Investors pursuant to Section 4(j) and Section 4(k) of this Agreement, and (ii) with respect to the Company the representations and warranties of each Investor expressly contained in Section 7 of this Agreement. For purposes of this Agreement, each of the Investors and the Company acknowledges and agrees that neither party shall be liable to the other party or to any of its respective Affiliates for any other statement, representation, or warranty. Each Investor acknowledges and agrees that (a) no other Investor pursuant to this Agreement (including the Investor’s respective Affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing) and (b) except in the case of a Placement Agent’s intentional fraud (in which case this clause (b) shall not apply to such Placement Agent), no Placement Agent, its Affiliates or any control persons, officers, directors, employees, partners, agents or representatives of the foregoing shall have any liability to any Investor pursuant to, arising out of or relating to this Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements, or omissions with respect to any information or materials of any kind furnished by the Company, the Placement Agents or any Non-Party Affiliate concerning the Company, the Placement Agents, any of their controlled Affiliates, this Agreement or the transactions contemplated hereby. For purposes of this Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company, any Placement Agent or any of the Company’s or any Placement Agent’s controlled Affiliates or any family member of the foregoing. 11. Subsequent Equity Sales. From the date of this Agreement until sixty (60) days after the Closing Date, the Company shall not (A) issue any Equity Interests or securities convertible or exchangeable or exercisable for Equity Interests. Notwithstanding the foregoing,


 
23 the provisions of this Section 11 shall not apply to (i) the issuance of shares of Common Stock pursuant to this Agreement; (ii) the issuance of shares of Common Stock to Stellantis pursuant to that certain Subscription Agreement, dated December 11, 2024, between the Company and Stellantis; (iii) the issuance of shares of Equity Interests or securities convertible or exchangeable or exercisable for Equity Interests in connection with the provision of goods or services from business partners, suppliers or third-party service providers; (iv) the issuance of shares of Common Stock in connection with the Company’s planned contract manufacturing agreement with Stellantis or its Affiliates; (v) the issuance of shares of Common Stock pursuant to one or more “at the market” offerings; (vi) the sale or issuance or entry into an agreement to sell or issue Equity Interests or any securities convertible or exchangeable or exercisable for Equity Interests in connection with one or more mergers, acquisitions of securities, businesses, property or assets, products or technologies, joint ventures, commercial relationships or other strategic corporate transactions or alliances; (vii) the issuance of Equity Interests upon the conversion, exercise or vesting of any securities of the Company outstanding on the date of this Agreement or outstanding pursuant to clause (viii) below provided that such conversion, exercise or vesting is effected pursuant to the terms of such securities as in effect on the date of this Agreement and without giving effect to any amendments or adjustments thereto after the date hereof; or (viii) the issuance of any Equity Interests or securities convertible or exchangeable or exercisable for Equity Interests pursuant to any Company stock-based compensation plans. 12. Press Releases. The Company shall, no later than 9:00 a.m. (New York time) on the Business Day immediately following the date of this Agreement (or such earlier time as the parties agree to issue a press release), issue a press release (the “Disclosure Document”) disclosing the material terms of the transactions contemplated hereby and any other material, non-public information that the Company has provided to the Investors at any time prior to the filing of such press release. The Company shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, within the time required by the Exchange Act. The determination as to what information provided to the Investors is considered material-nonpublic information shall be made in the Company’s sole discretion. From and after the disclosure of the Disclosure Document, the Investors and their respective Affiliates and their respective directors, officers, employees, agents or representatives shall not be in possession of any material, nonpublic information received from the Company or any of its officers, directors, or to the knowledge of the Company, any of its employees, agents or representatives, and the Investors shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with the Company, the Placement Agents, or any of their Affiliates in connection with the Transaction. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor or any of its Affiliates or advisers, or include the name of any Investor or any of its Affiliates or advisers in any press release or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of such Investor, except (i) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities, (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which the Company s securities are listed for trading or (iii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 12, in which case for clauses (i)-(iii), the Company shall provide such Investor with prior written notice of such


 
24 disclosure permitted under hereunder. In no event shall such disclosure indicate that the Investor is an underwriter of the Shares. 13. Stock Splits, etc. If any change in the shares of the Company’s common stock shall occur between the date hereof and immediately prior to the Closing by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, the number and type of Shares issued to the Investors and the Subscription Amount and the per-share purchase price of the Shares shall be appropriately adjusted to reflect such change and the Investor’s pro rata ownership after such transaction shall be the same as prior to the transaction. 14. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given: (i) when delivered, if delivered in person or by electronic mail (so long as such transmission does not generate an error message or notice of non-delivery); (ii) on the fifth (5th) Business Day after dispatch by registered or certified mail; or (iii) on the next Business Day if transmitted by national overnight courier, in each case as follows (or at such other address for a party as shall be specified by like notice): If to the Investors, to such address or addresses set forth on the applicable signature page hereto. If to the Company, to: Archer Aviation Inc. 190 West Tasman Drive San Jose, CA 95134 Attention: General Counsel Email: with copies (which shall not constitute notice) to: Fenwick & West LLP 801 California Street Mountain View, CA 94041 Attention: Email: or to such other address or addresses as the parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice. [SIGNATURE PAGES FOLLOW]


 
IN WITNESS WHEREOF, the Investor has executed or caused this Agreement to be executed by its duly authorized representative as of the date set forth below. Name of Investor: State/Country of Formation or Domicile: By: __________________ Name: Title: Date: _______________, 2025 Name in which Shares to be registered (if different): Investor’s EIN: _______________ Business Address: Mailing Address (if different): Email Address: Number of Shares subscribed for: [●] shares of Common Stock Subscription Amount: $[●] Per Share Purchase Price: $[●] DTC Participant Information: Broker DTCC Number: [●] Broker Name: [●] Purchaser Account Name: [●] Purchaser Account Number: [●] The exact name on your brokerage account and account number are required for your broker to pull the shares via a DWAC. Please ensure this information is accurate. Any deviations may delay delivery of your Shares.


 
IN WITNESS WHEREOF, the Company has accepted this Agreement as of the date set forth below. ARCHER AVIATION INC. By: /s/ Adam Goldstein Name: Adam Goldstein Title: Chief Executive Officer Date: November 6, 2025


 
SCHEDULE A ELIGIBILITY REPRESENTATIONS OF THE INVESTOR QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the applicable subparagraphs): □ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act). This page should be completed by the Investor and constitutes a part of the Securities Purchase Agreement


 
EX-99.1 4 exhibit991shareholderlet.htm EX-99.1 exhibit991shareholderlet
SHAREHOLDER LETTER // HAWTHORNE AIRPORT, LOS ANGELES, CA


 
Financial Position Reinforced Our Sector-Leading Balance Sheet Raised $650M of new equity capital, reinforcing our sector-leading balance sheet taking our total liquidity to now over $2B. Quarterly Spend Within Range Our Q3'25 spending landed within our guided range and included planned investments to support the company's growth trajectory. 2 UNLOCK THE SKIES™ ACQUISITION OF LOS ANGELES AIRPORT AS STRATEGIC AIR TAXI NETWORK HUB AND AI TESTBED Signed definitive agreements to acquire control of one-of-a-kind aviation asset in L.A., Hawthorne Airport, for $126M1 in cash. The airport is located in the heart of the city, less than three miles from LAX, and the closest airport to some of the city’s biggest destinations — SoFi Stadium, The Forum, Intuit Dome, and Downtown L.A.. We plan for the airport to serve as the operational hub for our planned L.A. air taxi network and, as a testbed for the AI-powered aviation technologies we are developing and plan to deploy with our airline and technology partners. MIDNIGHT ACHIEVES RECORD FLIGHT MILESTONES TOWARD CERTIFICATION We’ve recently showcased several key performance milestones with our Midnight aircraft— including flights surpassing 50 miles in range and 10,000 feet of altitude. Additionally, Midnight flew demonstration flights on both days of the California International Airshow allowing tens of thousands of spectators to experience how quiet the aircraft is in flight. UAE COMMERCIAL DEPLOYMENT UNDERWAY & STRONG DEMAND ACROSS APAC In the UAE, we delivered and began flying Midnight in Abu Dhabi over the summer alongside our partner, Abu Dhabi Aviation. Following the commencement of our in-country flight testing, in October, we hosted the UAE General Civil Aviation Authority at our HQ to continue to rapidly advance our UAE regulatory pathway. Across Asia, we strengthened our international reach through marquee partnership announcements with Korean Air, as well as Japan Airlines’ and Sumitomo’s joint venture, Soracle, in Tokyo & Osaka. LILIUM PATENT PORTFOLIO ACQUISITION Closed acquisition of Lilium’s portfolio for $21M, giving Archer access to key next-generation technology in ducted fans, high-voltage systems, flight controls, electric engines, and propellers. This acquisition expands Archer’s global portfolio to over 1,000 assets, giving it one of the strongest portfolios in the industry. 1 Acquisition price includes the acquisition of the master lease of the Hawthorne Airport, as well as certain subleases held by the seller parties with tenants at the airport. The acquisition price does not include Archer’s rights to purchase a controlling stake in the fixed base operator (FBO) at the airport, develop additional hangar space at the airport, the potential performance based earnout to certain seller parties or certain bank debt to be assumed as part of the acquisition. For more information, see “Management’s Discussion and Analysis - Recent Developments” in Archer’s Form 10-Q filed on November 6, 2025. The acquisition remains subject to the satisfaction of certain agreed-upon closing conditions.


 
2.5 MI HAWTHORNE 2.2 M I 3 UNLOCK THE SKIES™ HAWTHORNE MUNICIPAL AIRPORT OPERATIONAL HUB IN UNIQUE CENTRAL L.A. LOCATION Plug and play anchor air taxi operational hub in strategic L.A. location for LA 28 Olympic Games and beyond UNLOCKING LAX Gives us unique ability to support air taxi operations in and out of LAX and some of the city’s biggest attractions: SoFi Stadium, The Forum, Intuit Dome, and Downtown L.A. DEEPENS STRATEGIC ALIGNMENT WITH KEY L.A. STAKEHOLDERS Planned future investment geared to align with and support community leadership with the goal of creating significant economic activity for the surrounding community *Map depicts planned air taxi network operations. Actual locations may vary. KEY FACTS RUNWAY 5000 x 100 ft RNAV and LOC instrument approaches REAL ESTATE 80 acre site Hangar, office, terminal and expansion opportunities equal nearly 400,000 square ft ATC // AIRSPACE FAA contract tower Controlled class D airspace (outside of LAX class B) FBO Current renovation to be completed by year end


 
TERMINAL + ANNEXT HANGARS CORPORATE HANGARS RAMP SPACE RAMP SPACE CORPORATE HANGARS PROFITABLE ENTERPRISE WITH STRONG GROWTH POTENTIAL* 4 UNLOCK THE SKIES™ In 2005, the City of Hawthorne entered into a public-private partnership covering airport operations through 2055 As part of the transaction, we will: — acquire the remaining 30 years on the airport master lease, as well as the subleases with the tenant’s at the airport, subject to city approval — receive an exclusive option to acquire a controlling stake in the FBO at the airport Key management and operational team that has operated the airport since 2005 will stay in place. We believe there is significant upside potential in increasing aircraft movements and bringing below market sublease rates up to market. * Based on EBITDA margin for FY 2024.


 
BUILDING A PLATFORM FOR THE FUTURE IN L.A. AT HAWTHORNE AIRPORT 5 UNLOCK THE SKIES™ FLAGSHIP L.A. AIR TAXI HUB We plan to use this airport as our flagship air taxi hub in L.A., strategically positioned near LAX Intl Airport and SoFi Stadium, with opportunity to directly link Downtown L.A., Orange County, Hollywood, and major Olympic venues by air taxi. TESTBED FOR AI-POWERED TECHNOLOGIES We also plan to utilize the airport as an innovation testbed for the next-generation AI-powered aviation technologies that we are developing and planning to deploy with our airline and technology partners. This includes AI-powered air traffic and ground operations management, in addition to other key technologies. *Images depict planned air taxi network operations. Actual locations may vary. Completion of acquisition is subject to closing conditions and governmental approval. SoFi STADIUM ORANGE COUNTY LOS ANGELES INT’L DOWNTOWN LA HAWTHORNE AIRPORT “Archer’s trajectory validates our conviction that eVTOLs are part of the next generation of air traffic technology that will fundamentally reshape aviation.Their vision for an AI-enabled operations platform isn't just about eVTOLs, it's also about leveraging cutting-edge technology to better enable moving people safely and efficiently in our most congested airspaces. Through United’s investment arm, United Airlines Ventures, we're investing in companies like Archer that pioneer technologies that will define and support aviation infrastructure for decades to come.” — MICHAEL LESKINEN CHIEF FINANCIAL OFFICER UNITED AIRLINES


 
PHASE 1 GOALS \\\ CAPTURE NEAR-TERM VALUE BY BUILDING AN ADVANCED AIR MOBILITY CENTER OF EXCELLENCE 6 UNLOCK THE SKIES™ ADDITIONAL VALUE CREATION INITIATIVES – Seek extension of remaining 30-year lease with City of Hawthorne – Implement customs for international arrivals – Upgrade tenant base to include leading names from industry and entertainment with goal of unlocking premium hangar rents REDEVELOP HANGARS + LA28 PREP – Redevelop up to ~200,000 sq ft of hangar space – Prepare site for L.A. air taxi operations (potential for aircraft testing, storage, maintenance, repair, charging, etc.) EXERCISE OPTION TO ACQUIRE CONTROL OF THE FBO: – Intend to acquire 75% stake* to create a vertically integrated platform for fuel, aircraft handling, and air taxi services – Drive meaningful increase in fuel and aircraft handling revenue streams PHASE 2 GOALS \\\ BUILD PLATFORM OF THE FUTURE CRITICAL L.A. INFRASTRUCTURE – Showcase reduced noise operations – Extend runway to support variety in aircraft operations – Improved connectivity across L.A., including between LAX and other regional airports AVIATION TECH & OPS – AI air traffic & surface management – Mixed-fleet “digital apron” – Smart, sensor-embedded runway – Autonomous ground vehicles PASSENGER & CREW EXPERIENCE – Digital terminal for seamless passenger arrival and departure operations – Next-gen security and customs – Mixed-use retail and brand integrations *Option extends through the end of 2026 **Image depicts potential future redevelopment of Hawthorne airport, including simulated air taxi operations. Phase 2 may require additional capital and other resources for implementation.


 
MILES 55 FT ALTITUDE 10,000 MINUTES 30+ RECENT FLIGHT MILESTONES MPH 150+ SHOWCASE AT CALIFORNIA INTERNATIONAL AIR SHOW OCTOBER 4, 2025 VIDEO LINK MIDNIGHT FLIGHT TEST CAMPAIGN ACHIEVES RECORD MILESTONES 7 UNLOCK THE SKIES™ Following a successful VTOL campaign in 2024, Midnight is now almost through its rigorous CTOL flight regimen to ensure its operational readiness across distance, speed, time, and altitude. Midnight flight test pilots continue to expand speed and duration, and test mission profiles that map to early commercial operations.


 
MEASURING OUR FAA CERTIFICATION PROGRESS 8 UNLOCK THE SKIES™ While the government shutdown has impacted the FAA, we continued our piloted flight test phase of Midnight’s flight test program as we prepare for Type Inspection Authorization (TIA) testing as part of the fourth and final phase of Midnight’s certification program with the FAA. Having conducted thousands of ground tests and hundreds of vertical and conventional take off flights with the Midnight aircraft, we continue to mature our flight test program ahead of TIA. With multiple White House Executive Orders now establishing a Presidential imperative to begin air taxi deployments in the U.S. as early as next year, the “eVTOL Integration Pilot Program” (eIPP) will begin to showcase Advanced Air Mobility to the general public. This will help build trust in the industry, and further accelerate our path towards commercialization.


 
UAE COMMERCIAL DEPLOYMENT UNDERWAY 9 UNLOCK THE SKIES™ LAUNCH PARTNERS We have now begun receiving first payments under our definitive agreements with Abu Dhabi Aviation and ADIO as part of our Launch Edition program FLIGHT TEST PROGRAM Deployed first Midnight aircraft to the UAE this summer and have been advancing our flight test program in Abu Dhabi OPERATIONS TRAINING Our airline operations team is continuing to work alongside Etihad Aviation Training to mature our operational readiness across pilot training & maintenance REGULATORY SUPPORT UAE General Civil Aviation Authority continues to advance Midnight’s regulatory pathway in the UAE


 
STRONG DEMAND FOR EVTOL ACROSS APAC LED BY KEY AIRLINE CARRIERS 10 UNLOCK THE SKIES™*Agreements remain conditional, subject to the execution of further definitive agreements with each party and the satisfaction of certain conditions. JAPAN Tokyo & Osaka governments announced the selection of Japan Airlines’ and Sumitomo’s joint venture, Soracle, featuring our Midnight aircraft as they look to fast track the launch of air taxi services in both cities. KOREA In June 2025, Archer and PT. Industri Ketahanan Nasional (IKN) signed an agreement* covering plans to deploy an initial fleet of Midnight aircraft in Indonesia under our Launch Edition program, in addition to the planned purchase of up to 50 Midnight aircraft. In October, Korean Air selected us as its exclusive air taxi partner to introduce eVTOL aircraft in Korea. The agreement* included the potential for Korean Air to purchase up to 100 Midnight aircraft to address multiple national priorities across Korea. INDONESIA


 
NOV 10-12 DRIFTX Abu Dhabi, UAE NOV 12 BAIRD GLOBAL INDUSTRIALS Chicago, IL NOV 13 JP MORGAN U.S. OPPORTUNITIES FORUM Miami, FL NOV 17-20 DUBAI AIR SHOW Dubai, UAE DEC 5 BANK OF AMERICA DEFENSE TECH FORUM Los Angeles, CA DEC 10 H. C. WAINWRIGHT AERONEXT 2025 Virtual UPCOMING EVENTS // TIME 2 PM PT (5 PM ET) WEBCAST Accessible via our IR website (investors.archer.com) CONFERENCE 646-844-6383 (domestic) CALL +1 833-470-1428 (international) Access code: 726657 TODAY’S WEBCAST & CONFERENCE CALL DETAILS // 11 UNLOCK THE SKIES™


 
Q3 2025 Financial Review We reference several non-GAAP metrics in the financial discussion that follows. Unless otherwise noted or defined, our non-GAAP metrics are calculated by starting with the equivalent GAAP metric. A reconciliation of non-GAAP financial measures to the most comparable GAAP measures is provided below in the section titled “GAAP to Non-GAAP Reconciliation”. SUMMARY FINANCIALS (In millions; unaudited) 1) Non-GAAP total operating expenses is a financial measure adjusting total operating expenses for warrant expenses and stock-based compensation. 2) Adjusted EBITDA is a financial measure adjusting net loss for other income (expense), net, interest income, net, income tax expense, depreciation and amortization expense, warrant expenses, and stock-based compensation. CASH & LIQUIDITY We ended the third quarter of 2025 with $1,641.3 million of cash, cash equivalents and short-term investments on our balance sheet and an additional $7.3 million of restricted cash. Our third quarter of 2025 cash balances decreased by $82.7 million from the second quarter of 2025, primarily due to the $126.0 million cash used in operating and investing activities (excluding the $1,048.1 million used to purchase short term investments), offset partially by $46.3 million cash provided by financing activities through the ATM net proceeds. In the third quarter of 2025, with the given interest rate environment, we invested $1,048.1 million of cash in highly liquid, short-term marketable securities, including U.S. Treasury securities and corporate debt securities. 12 THREE MONTHS ENDED SEP 30, 2025 JUN 30, 2025 SEP 30, 2024 TOTAL OPERATING EXPENSES $ 174.8 $ 176.1 $ 122.1 NET LOSS (129.9) (206.0) (115.3) NON-GAAP TOTAL OPERATING EXPENSES(1) 121.2 123.5 96.8 ADJUSTED EBITDA(2) (116.1) (118.7) (93.5) CASH, CASH EQUIVALENTS & SHORT TERM INVESTMENTS 1,641.3 1,724.0 501.7 UNLOCK THE SKIES™


 
13 TOTAL OPERATING EXPENSES Our third quarter 2025 total operating expenses represent investments required to achieve the key elements of our commercialization plan. We continued to invest in the development, test, certification and production activities for our aircraft. We also expanded investments in our go-to-market strategy and support infrastructure to enable the early bring-up of our air taxi operations globally. Total GAAP operating expenses for the third quarter of 2025 were $174.8 million, which decreased by $1.3 million from the second quarter of 2025, driven by reduction in parts & materials spend which vary quarter by quarter, offset partially by the investments in people related spend to support our current phase of development, testing efforts and operational scale up. Total GAAP operating expenses for the third quarter of 2025 increased by $52.7 million from the third quarter of 2024, due to similar reasons mentioned above. Total non-GAAP operating expenses (which are GAAP operating expenses less stock-based compensation and warrant expenses, a reconciliation for which is provided in the financial statement section of this letter) for the third quarter of 2025 were $121.2 million, which decreased by $2.3 million from the second quarter of 2025 due to reasons discussed above, and increased $24.4 million from the third quarter of 2024, primarily due to the investments made in people-related costs in support of achieving our commercialization plans. NET LOSS AND ADJUSTED EBITDA Net loss for the third quarter of 2025 was $129.9 million, which decreased by $76.1 million from the second quarter of 2025, primarily due to the $68.7 million non-cash increase in other income (expense), net driven by the favorable change in fair value of warrant liability, and the $6.1 million increase in interest income, net due to higher average cash balances in the third quarter of 2025. Net loss for the third quarter of 2025 increased by $14.6 million from the third quarter of 2024, primarily due to the $52.7 million increase in total operating expenses as mentioned above, partially offset by the $27.3 million non-cash increase in other income (expense), net, and the $10.8 million increase in interest income, net. For the third quarter of 2025, adjusted EBITDA was a loss of $116.1 million, a decrease of $2.6 million from the second quarter of 2025, due to the timing of the spend on parts and materials as mentioned above as we continued to execute to our aircraft program development milestones and manufacturing ramp. Adjusted EBITDA loss increased by $22.6 million from the third quarter of 2024 primarily due to the investments we have made in people-related spend to support our current phase of development, testing efforts and manufacturing scale up. Q4 2025 FINANCIAL ESTIMATES We anticipate Adjusted EBITDA to be a loss of $110 million to $140 million for the fourth quarter of 2025. We have not reconciled our Adjusted EBITDA estimates because certain items that impact non-GAAP metrics are uncertain or out of our control and cannot be reasonably predicted. In particular, stock-based compensation expense and change in fair value of warrants is impacted by the future fair market value of our common stock and warrants along with other factors, all of which are difficult to predict, subject to frequent change, or not within our control. The actual amount of these expenses during 2025 will have a significant impact on our future GAAP financial results. Accordingly, a reconciliation of non-GAAP metrics is not available without unreasonable effort. UNLOCK THE SKIES™


 
ARCHER AVIATION INC. CONSOLIDATED BALANCE SHEETS (In millions, except share and per share data; unaudited) 14 SEP 30, 2025 DEC 31, 2024 Assets Current assets Cash and cash equivalents $ 595.5 $ 834.5 Restricted cash 7.3 6.8 Short-term investments 1,045.8 - Prepaid expenses 30.6 12.5 Other current assets 12.9 4.6 Total current assets 1,692.1 858.4 Property and equipment, net 167.8 126.8 Intangible assets, net 5.3 0.3 Right-of-use assets 18.4 8.1 Other long-term assets 16.0 7.6 Total assets $ 1,899.6 $ 1,001.2 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 23.7 $ 14.6 Current portion of lease liabilities 5.4 3.7 Accrued expenses and other current liabilities 63.9 52.8 Total current liabilities 93.0 71.1 Notes payable 64.1 64.0 Lease liabilities, net of current portion 19.1 11.3 Warrant liabilities 58.6 89.4 Other long-term liabilities 10.5 12.8 Total liabilities 245.3 248.6 Stockholders’ equity Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2025 and December 31, 2024 - - Class A common stock, $0.0001 par value; 1,400,000,000 shares authorized; 651,297,219 and 503,777,464 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 0.1 0.1 Class B common stock, $0.0001 par value; 300,000,000 shares authorized; no shares issued and outstanding as of September 30, 2025 and December 31, 2024 - - Additional paid-in capital 3,771.5 2,438.4 Accumulated deficit (2,114.9) (1,685.6) Accumulated other comprehensive loss (2.4) (0.3) Total stockholders’ equity 1,654.3 752.6 Total liabilities and stockholders’ equity $ 1,899.6 $ 1,001.2 UNLOCK THE SKIES™


 
ARCHER AVIATION INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except share and per share data; unaudited) 15 THREE MONTHS ENDED SEPTEMBER 30, 2025 2024 Operating expenses Research and development $ 120.7 $ 89.8 General and administrative 54.1 32.3 Total operating expenses 174.8 122.1 Loss from operations (174.8) (122.1) Other income (expense), net 28.7 1.4 Interest income, net 16.3 5.5 Loss before income taxes (129.8) (115.2) Income tax expense (0.1) (0.1) Net loss $ (129.9) $ (115.3) Net loss per share, basic and diluted $ (0.20) $ (0.29) Weighted-average shares outstanding, basic and diluted 660,887,146 397,521,078 UNLOCK THE SKIES™


 
ARCHER AVIATION INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In millions; unaudited) 16 NINE MONTHS ENDED SEPTEMBER 30, 2025 2024 Cash flows from operating activities Net loss $ (429.3) $ (338.7) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 14.0 8.2 Debt discount and issuance cost amortization 0.1 - Stock-based compensation 134.6 84.9 Change in fair value of warrant liabilities (30.8) (30.3) Gain on issuance of common stock - (1.5) Non-cash lease expense 3.0 2.2 Research and development warrant expense 2.4 6.1 General and administrative warrant expense - 0.2 Technology and dispute resolution agreements expense - 5.6 Changes in operating assets and liabilities: Prepaid expenses 1.6 (2.0) Other current assets (8.1) (2.8) Other long-term assets (2.8) (1.9) Accounts payable 5.9 1.6 Accrued expenses and other current liabilities 11.3 5.8 Operating lease right-of-use assets and lease liabilities, net (3.8) (2.3) Other long-term liabilities (1.7) 0.7 Net cash used in operating activities (303.6) (264.2) Cash flows from investing activities Purchase of short-term investments (1,048.1) - Purchase of property and equipment (49.2) (57.8) Acquisition of intangible assets (5.3) - Net cash used in investing activities (1,102.6) (57.8) Cash flows from financing activities Proceeds from issuance of debt - 57.5 Payment of debt issuance costs - (0.6) Net proceeds from financing and issuance of common stock 1,167.7 302.0 Net cash provided by financing activities 1,167.7 358.9 Net increase (decrease) in cash, cash equivalents, and restricted cash (238.5) 36.9 Cash, cash equivalents, and restricted cash, beginning of period 841.3 471.5 Cash, cash equivalents, and restricted cash, end of period $ 602.8 $ 508.4 UNLOCK THE SKIES™


 
GAAP to Non-GAAP Reconciliation A reconciliation of total operating expenses to non-GAAP total operating expenses for the three months ended September 30, 2025, June 30, 2025, and September 30, 2024, respectively, are set forth below. RECONCILIATION OF OPERATING EXPENSES (In millions; unaudited) 1) Amounts include non-cash warrant costs, classified as research and development expenses, for the warrants issued to Stellantis N.V. and its subsidiaries (“Stellantis”) in connection with certain services they are providing to the Company. 2) Amounts include stock-based compensation for options, restricted stock units and shares issued to employees, non-employees and vendors. 3) Amounts reflect charges relating to the Wisk Warrants. 17 THREE MONTHS ENDED SEP 30, 2025 JUN 30, 2025 SEP 30, 2024 TOTAL OPERATING EXPENSES $ 174.8 $ 176.1 $ 122.1 Adjusted to exclude the following: Stellantis warrant expense (1) (0.8) (0.8) (2.0) Stock-based compensation (2) (52.8) (51.8) (21.4) Technology and dispute resolution agreements (3) - - (1.7) General and administrative warrant expense - - (0.2) NON-GAAP TOTAL OPERATING EXPENSES $ 121.2 $ 123.5 $ 96.8 UNLOCK THE SKIES™


 
18 GAAP to Non-GAAP Reconciliation (cont.) A reconciliation of net loss to Adjusted EBITDA for the three months ended September 30, 2025, June 30, 2025, and September 30, 2024, respectively, are set forth below. RECONCILIATION OF ADJUSTED EBITDA (In millions; unaudited) 1) Amounts include changes in fair value of the public and private warrants, which are classified as warrant liabilities. 2) Amounts include non-cash warrant costs, classified as research and development expenses, for the warrants issued to Stellantis in connection with certain services they are providing to the Company. 3) Amounts include stock-based compensation for options, restricted stock units and shares issued to employees, non-employees and vendors. 4) Amounts reflect charges relating to the Wisk Warrants. THREE MONTHS ENDED SEP 30, 2025 JUN 30, 2025 SEP 30, 2024 NET LOSS $ (129.9) $ (206.0) $ (115.3) Adjusted to exclude the following: Other (income) expense, net (1) (28.7) 40.0 (1.4) Interest income,net (16.3) (10.2) (5.5) Income tax expense 0.1 0.1 0.1 Depreciation and amortization expense 5.1 4.8 3.3 Stellantis warrant expense (2) 0.8 0.8 2.0 Stock-based compensation (3) 52.8 51.8 21.4 Technology and dispute resolution agreements (4) - - 1.7 General and administrative warrant expense - - 0.2 ADJUSTED EBITDA $ (116.1) $ (118.7) $ (93.5) UNLOCK THE SKIES™


 
19 GAAP to Non-GAAP Reconciliation (cont.) NON-GAAP FINANCIAL MEASURES To supplement our condensed consolidated financial results prepared in accordance with GAAP, we use the following non-GAAP financial measures: Non-GAAP total operating expenses and Adjusted EBITDA. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, these non-GAAP financial measures have no standardized meaning prescribed by GAAP and are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and may be reflected in our financial results for the foreseeable future. In addition, these measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures. We believe that the use of non-GAAP financial measures help us evaluate our business and financial performance, identify trends impacting our business, formulate business plans and financial projections, and make strategic decisions. We believe that disclosing non-GAAP financial measures to the readers of our financial statements provides useful supplemental data that, while not a substitute for GAAP financial measures, can offer insight in the review of our operating and financial results and enables investors to more fully understand our performance and cash trends by removing the effects of certain non-cash expenses and non-recurring items. We excluded items in the following general categories from one or more of our non-GAAP financial measures, certain of which are described below: – STOCK-BASED COMPENSATION EXPENSE We exclude stock-based compensation, which is a non-cash expense, from these non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information on our operating results and enhances our ability and the ability of the investors to understand the impact of non-cash stock-based compensation on our operating results. – WARRANT EXPENSE & GAINS OR LOSSES FROM REVALUATION OF WARRANTS Expense from our common stock warrants issued to Stellantis, which is recurring (but non-cash) and gains or losses from change in fair value of public and private warrants from revaluation will be reflected in our financial results for the foreseeable future. We exclude warrant expense and gains or losses from change in fair value for similar reasons to our stock-based compensation expense. UNLOCK THE SKIES™


 
20 Forward-Looking Statements & Disclaimers This shareholder letter includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955, These statements include, but are not limited to, statements regarding our future business plans, expectations, and opportunities. These statements include those regarding its expected financial results for the fourth quarter of 2025, the design and target specifications of our aircraft, the pace of design, development, certification, testing, manufacturing and commercialization of our planned eVTOL aircraft, or its ability to do so at all; timeline, ramp-up and production volume of our manufacturing facilities; air taxi network buildout; closing of our acquisition of Hawthorne Airport, which is subject to conditions, including approval from the City of Hawthorne; expansion of our planned lines of business and development of new business opportunities, such as operating Hawthorne Airport and using it as a testbed for next-generation AI-powered aviation technologies; plans and anticipated benefits of acquisitions, strategic investments, and collaborations with third parties; government incentives; projected demand for our products and services, including our “Launch Edition” program and associated deployment of aircraft and timing of commercial payments; Archer Defense; and international expansion. In addition, this shareholder letter refers to agreements that remain conditional, subject to the future execution of definitive agreements and the satisfaction of certain conditions. Such agreements may not be completed or may contain different terms than those currently contemplated. Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof, and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors, including: the early stage nature of our business and our past and projected future losses; our ability to design, manufacture and deliver our aircraft; risks associated with indicative orders from certain third parties for our aircraft, which are subject to the satisfaction of certain conditions and/or further negotiation and reaching mutual agreement on certain material terms, and the risk that such parties cancel such orders or never place them; risks associated with being in the early stages of developing our defense program, and our inability to ensure that we will achieve some or any of the expected benefits of the program or that we will be successful in winning a bid to develop aircraft for the U.S. Department of Defense or any other military agency; our ability to realize operating and financial results forecasts which rely in large part upon assumptions and analyses that we have developed; our ability to effectively market electric air transportation following receipt of governmental operating authority; our ability to compete effectively with existing and new competitors in existing and new markets; risks related to the operation of our UAM networks in densely populated metropolitan areas and heavily regulated airports; our ability to obtain any required certifications, licenses, approvals, or authorizations from governmental authorities; our ability to achieve business milestones, such as commercial-scale manufacturing ramp up and launching products and services in a timely manner, or at all; our dependence on suppliers for the parts and components in our aircraft, which are subject to uncertainties that could affect our operating results, including tariffs or other trade restrictions; regulatory requirements and other obstacles outside of our control that impact our business operations; our ability to recruit, train and retain qualified personnel and key employees; natural disasters, public health outbreaks, economic, social, weather, growth constraints and regulatory conditions or other circumstances affecting metropolitan areas; the potential for losses and adverse publicity stemming from any aircraft accidents, especially those involving electric aircraft or lithium-ion batteries, or our aircraft test flights; risks associated with indexed price escalation clauses in aircraft contracts, which could subject us to losses if we have cost overruns or if increases in costs exceed the applicable escalation rate; our ability to address a wide variety of extensive and evolving laws and regulations; our ability to protect our intellectual property rights from unauthorized use by third parties; our ability to obtain additional capital; continued federal government shutdown; and cybersecurity risks. UNLOCK THE SKIES™


 
21 Forward-Looking Statements & Disclaimers (cont.) The indicative operational goals referenced in this document reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the our business, all of which are difficult to predict and many of which are beyond the our control including, among other things, the timing of the receipt of required certifications, licenses, approvals or authorizations from governmental authorities, the ramping up of manufacturing at our manufacturing facilities, the actual price paid per aircraft, and the costs of manufacturing the aircraft, consumer demand for our aircraft and the other matters described above. These operational goals should not be relied upon as being indicative of future economic performance or results. The inclusion of the operational goals in this document is not an admission or representation that such information is material. The assumptions and estimates underlying the operational goals are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual operating results to differ materially from those presented. There can be no assurance that these goals are indicative of our future performance or that actual results will not differ materially from those presented in the operational goals. Inclusion of the operational goals in this document should not be regarded as a representation by any person that the operational goals will be achieved. The information concerning our operational goals is subjective in many respects and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Additional risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in our filings with the Securities and Exchange Commission (“SEC”), including our most recent Annual Report on Form 10-K, Current Report on Form 8-K filed on June 13, 2025 and most recent Form 10-Q, which is or will be available on our investor relations website at http://investors.archer.com and on the SEC website at www.sec.gov. All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this shareholder letter or to conform these statements to actual results or revised expectations, except as required by law. Undue reliance should not be placed on forward-looking statements. UNLOCK THE SKIES™


 




EX-99.2 5 exhibit992earningsreleas.htm EX-99.2 exhibit992earningsreleas
Archer To Acquire Los Angeles Airport As Strategic Air Taxi Network Hub and AI Testbed Archer Announces Third Quarter Results, Highlighting Additional $650M in Fundraising, Recent Record Flight Test Milestones, Closing of Lilium Patent Portfolio Acquisition & Continued Strong Global Demand Image depicts Archer’s development plans for Hawthorne Airport. ●​ Signed definitive agreements to acquire control of one-of-a-kind aviation asset in LA, Hawthorne Airport, for $126M* in cash. The airport is located in the heart of the City, less than three miles from LAX, and the closest airport to some of the city’s biggest destinations — SoFi Stadium, The Forum, Intuit Dome, and Downtown LA. ●​ Archer plans for the airport to serve as its operational hub for its planned LA air taxi network and, as a test bed for the AI-powered aviation technologies it is developing and plans to deploy with its airline and technology partners. United Airlines’ Chief Financial Officer, Michael Leskinen, remarked, “Archer’s trajectory validates our conviction that eVTOLs are part of the next generation of air traffic technology that will fundamentally reshape aviation.Their vision for an AI-enabled operations platform isn't just about eVTOLs, it's also about leveraging cutting-edge technology to better enable moving people safely and efficiently in our most congested airspaces. Through United’s investment arm, United Airlines Ventures, we're investing in companies like Archer that pioneer technologies that will define and support aviation infrastructure for decades to come.” ●​ Raised $650M of new equity capital, reinforcing Archer’s sector-leading balance sheet taking its total liquidity to now over $2B.


 
●​ Showcased several key performance milestones with its Midnight aircraft– including flights surpassing 50 miles in range and 10,000 feet of altitude. ●​ Closed acquisition of Lilium patent portfolio, expanding Archer’s global portfolio to over 1,000 assets, giving it one of the most robust portfolios in the industry. ●​ Deployed aircraft in the UAE for test and demonstration flights and strengthened its international reach through marquee partnership announcements with Korean Air, as well as Japan Airlines’ and Sumitomo’s joint venture, Soracle, in Tokyo & Osaka. LOS ANGELES, CA, November 6, 2025 - Archer Aviation Inc. (“Archer” or the “Company”) (NYSE: ACHR) today announced operating and financial results for the third quarter ended September 30, 2025. The Company issued a shareholder letter discussing those results, as well as its fourth quarter 2025 estimates. Commenting on third quarter 2025 results, Adam Goldstein, Archer’s founder and CEO said: “The era of advanced aviation has arrived—not as a distant vision, but as a tangible reality. At Archer, we are not waiting for the future; we are building it. The time to seize this transformative opportunity is now.” Live Webcast Details Archer will host a live webcast to discuss its results at 2:00 p.m. Pacific Time today. The live webcast and replay is accessible via Archer’s investor relations website at investors.archer.com or conference call by dialing 646-844- 6383 (domestic) or +1 833-470-1428 (international) and entering the access code 726657. Moelis & Company LLC acted as lead placement agent and Cantor Fitzgerald & Co. acted as joint placement agent to Archer on today’s capital raise. Moelis & Company LLC also acted as financial advisor on the Hawthorne Airport acquisition transaction. Recent Highlights Acquisition Of Hawthorne Airport As Strategic Hub for Archer’s Planned LA Air Taxi Network and Testbed For AI-Powered Technologies Under Development Archer has signed a series of definitive agreements to acquire control of a one-of-a-kind Los Angeles asset, Hawthorne Airport for $126M* in cash. The airport is located in the heart of L.A., sits on an 80-acre site and includes approximately 190,000 square feet of terminal, office and hangar facilities. The historic Hawthorne Airport was built in the 1920s and once helped shape Southern California's aerospace legacy and is also known as Jack Northrop Field. It is strategically located less than three miles from LAX, and is the closest airport to some of the city’s biggest attractions — SoFi Stadium, The Forum, Intuit Dome, and Downtown L.A. Archer plans for the airport to serve as its operational hub for its planned L.A. air taxi network operations, including serving a key role in the LA28 Olympics Games. Archer also plans to utilize the airport as an innovation testbed for the next-generation AI-powered aviation technologies that it is developing and planning to deploy with its airline and technology partners. This includes AI-powered air traffic and ground operations management, in addition to other key technologies. Raised $650 Million of Additional Equity Capital Archer raised $650 million of additional equity capital, taking its total liquidity to over $2B and


 
reinforcing Archer’s sector-leading balance sheet. Expanded Midnight’s Piloted Flight Envelope with Record Milestones Archer continued advancing Midnight’s flight test program, completing its longest piloted flight to date, a 55-mile flight lasting 31 minutes at speeds exceeding 126 mph, and its highest altitude flight, reaching 10,000 feet. Additionally, Midnight flew demonstration flights on both days of the California International Airshow allowing tens of thousands of spectators to experience how quiet the aircraft is in flight. This flight testing progress underscores Midnight’s continued path towards performance maturity. Images show Midnight wowing tens of thousands of spectators at the California International Airshow Acquired Lilium Patent Portfolio, Expanding Global IP Leadership Archer has now closed its acquisition of Lilium’s portfolio of approximately 300 advanced air mobility patent assets for €18M following a competitive bid process. This portfolio gives Archer access to key next-generation technology in ducted fans, high-voltage systems, flight controls, electric engines, and propellers. Following this acquisition Archer’s patent portfolio is now over 1,000 global assets and one of the strongest portfolios in the sector. UAE Commercial Deployment Underway; Expanding Global Footprint with Key APAC Carriers Archer commenced Midnight test and demonstration flights in Abu Dhabi this summer and has now begun to receive payments for its ongoing Launch Edition program activities in the UAE. The company continues to make progress through the UAE’s regulatory pathway toward in-country certification of Midnight to unlock commercial passenger-carrying flights. Archer also strengthened its global commercial pipeline with leading air carriers in both Korea and Japan. In Korea, Archer was selected as Korean Air’s exclusive air taxi partner** in the country. In Japan, Archer’s Midnight aircraft was chosen to participate in planned projects in both Osaka and Tokyo through Archer’s partnership** with Japan Airlines and Sumitomo’s joint venture, Soracle. _____________________________________________________________________________________________ *Acquisition price includes the acquisition of the master lease of the Hawthorne Airport, as well as certain subleases held by the seller parties with tenants at the airport. The acquisition price does not include Archer’s rights to purchase a controlling stake in the fixed base operator at the airport, develop additional hangar space at the airport, the potential performance-based earnout to certain seller parties or certain bank debt to be assumed as part of the acquisition. For more information, see “Management’s Discussion and Analysis - Recent Developments” in Archer’s Form 10-Q filed on November 6, 2025. The acquisition remains subject to the satisfaction of certain agreed-upon closing conditions.


 
**Agreements remain conditional, subject to the execution of further definitive agreements with each party and the satisfaction of certain conditions.


 
Third Quarter Financial Results ​ Q3 2025​ (GAAP) Q3 20251​ (Non-GAAP) Total Operating Expenses $ 174.8M $ 121.2M Net Loss $ (129.9M) NA Adjusted EBITDA NA $ (116.1M) Cash, Cash Equivalents & Short Term Investments $ 1,641.3M NA 1.​A reconciliation of non-GAAP financial measures to the most comparable GAAP measures is provided below in the section titled “Reconciliation of Selected GAAP To Non-GAAP Results for Q3 2025.” Fourth Quarter 2025 Financial Estimates Archer’s financial estimates for fourth quarter of 2025 are as follows: ●​ Adjusted EBITDA to be a loss of $110 million to $140 million We have not reconciled our Adjusted EBITDA estimates because certain items that impact non-GAAP metrics are uncertain or out of our control and cannot be reasonably predicted. In particular, stock-based compensation expense and change in fair value of warrants is impacted by the future fair market value of our common stock and warrants along with other factors, all of which are difficult to predict, subject to frequent change, or not within our control. The actual amount of these expenses during 2025 will have a significant impact on our future GAAP financial results. Accordingly, a reconciliation of non-GAAP metrics is not available without unreasonable effort.


 
About Archer Archer is designing and developing the key enabling technologies and aircraft necessary to power the future of aviation. To learn more, visit www.archer.com. For Investors investors@archer.com For Media The Brand Amp Archer@TheBrandAmp.com Source: Archer Text: ArcherIR Forward-Looking Statements This press release contains forward-looking statements regarding Archer’s future business plans, expectations, and opportunities. These statements include those regarding its expected financial results for the fourth quarter of 2025, the design and target specifications of its aircraft, the pace of design, development, certification, testing, manufacturing and commercialization of its planned eVTOL aircraft, or its ability to do so at all; timeline, ramp-up and production volume of its manufacturing facilities; air taxi network buildout; closing of its acquisition of Hawthorne Airport, which is subject to conditions, including approval from the City of Hawthorne; risks associated with the expansion of its planned lines of business and development of new business opportunities, such as operating Hawthorne Airport and using it as a testbed for next-generation AI-powered aviation technologies; plans and anticipated benefits of acquisitions, strategic investments, and collaborations with third parties. In addition, this press release refers to agreements that remain conditional, subject to the future execution of definitive agreements and the satisfaction of certain conditions. Such agreements may not be completed or may contain different terms than those currently contemplated. 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 in Archer’s filings with the Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K, Current Report on Form 8-K filed with the SEC on June 13, 2025, and its most recent Form 10-Q which is or will be available on its investor relations website at investors.archer.com and on the SEC website at www.sec.gov. In addition, please note that any forward-looking statements contained herein are based on assumptions that Archer believes to be reasonable as of the date of this press release. Archer undertakes no obligation to update these statements as a result of new information or future events. Reconciliation of Selected GAAP To Non-GAAP Results for Q3 2025


 
Reconciliation of Total Operating Expenses (in millions; unaudited): A reconciliation of total operating expenses to non-GAAP total operating expenses for the three months ended September 30, 2025 is set forth below. Three Months Ended September 30, 2025 Total operating expenses $​ 174.8 Adjusted to exclude the following: Stellantis warrant expense (1) (0.8) Stock-based compensation (2) (52.8) Non-GAAP total operating expenses $ ​ 121.2 (1)​ Amounts include non-cash warrant costs, classified as research and development expenses, for the warrants issued to Stellantis N.V. and its subsidiaries (“Stellantis”) in connection with certain services they are providing to the Company. (2)​ Amounts include stock-based compensation for options, restricted stock units and shares issued to employees, non-employees and vendors. Reconciliation of Adjusted EBITDA (in millions; unaudited): A reconciliation of net loss to Adjusted EBITDA for the three months ended September 30, 2025 is set forth below. Three Months Ended September 30, 2025 Net loss $​ (129.9) Adjusted to exclude the following: Other expense, net (1) (28.7) Interest income, net (16.3) Income tax expense ​ 0.1 Depreciation and amortization expense ​ 5.1 Stellantis warrant expense (2) ​ 0.8 Stock-based compensation (3) ​ 52.8 Adjusted EBITDA ` $​ (116.1) (1)​ Amounts include changes in fair value of the public and private warrants, which are classified as warrant liabilities. (2)​ Amounts include non-cash warrant costs, classified as research and development expenses, for the warrants issued to Stellantis in connection with certain services they are providing to the Company. (3)​ Amounts include stock-based compensation for options, restricted stock units and shares issued to employees, non-employees and vendors.


 
Non-GAAP Financial Measures To supplement our condensed consolidated financial results prepared in accordance with GAAP, we use the following non-GAAP financial measures: Non-GAAP total operating expenses and Adjusted EBITDA. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, these non-GAAP financial measures have no standardized meaning prescribed by GAAP and are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and may be reflected in our financial results for the foreseeable future. In addition, these measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures. We believe that the use of non-GAAP financial measures help us evaluate our business and financial performance, identify trends impacting our business, formulate business plans and financial projections, and make strategic decisions. We believe that disclosing non-GAAP financial measures to the readers of our financial statements provides useful supplemental data that, while not a substitute for GAAP financial measures, can offer insight in the review of our operating and financial results and enables investors to more fully understand our performance and cash trends by removing the effects of certain non-cash expenses and non-recurring items. We excluded items in the following general categories from one or more of our non-GAAP financial measures, certain of which are described below: Stock-Based Compensation Expense: We exclude stock-based compensation, which is a non-cash expense, from these non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information on our operating results and enhances our ability and the ability of the investors to understand the impact of non-cash stock-based compensation on our operating results. Warrant Expense and Gains or Losses from Revaluation of Warrants: Expense from our common stock warrants issued to Stellantis, which is recurring (but non-cash) and gains or losses from change in fair value of public and private warrants from revaluation will be reflected in our financial results for the foreseeable future. We exclude warrant expense and gains or losses from change in fair value for similar reasons to our stock-based compensation expense. ###