UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Archer Aviation
Inc.
(Name of Issuer)
Class A
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
03945R 102
(CUSIP Number)
Steven B. Stokdyk
Latham & Watkins LLP
10250 Constellation Blvd., Suite 1100
Los Angeles, CA 90067
(213) 891 7421
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23,
2023
(Date of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934,
as amended (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 03945R102 |
13D |
Page 1 of 5 Pages |
| 1 |
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brett Adcock |
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
| 3 |
|
SEC USE ONLY |
| 4 |
|
SOURCE OF FUNDS (See Instructions)
PF, OO |
| 5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
¨ |
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
|
SOLE VOTING POWER
4,159,347(1) |
| 8 |
|
SHARED VOTING POWER
7,358,932(1) |
| 9 |
|
SOLE DISPOSITIVE POWER
4,159,347(1) |
| 10 |
|
SHARED DISPOSITIVE POWER
7,358,932(1) |
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,518,279(1) (2) |
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨ |
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%(3) |
| 14 |
|
TYPE OF REPORTING PERSON (See Instructions)
IN |
| |
(1) |
Consists of: (i) 4,159,347 shares of Class A Common Stock (the “Class A Common Stock”) of Archer Aviation Inc. (the “Issuer”) held directly by Brett Adcock (“Mr. Adcock”); and (ii) 7,358,932 shares of Class B Common Stock (the “Class B Common Stock”) held directly by Hight Drive Growth LLC (“Hight Drive”), a Delaware limited liability company. Mr. Adcock is the sole managing member of Hight Drive and, as such, has voting and investment discretion with respect to the securities directly held by it. Shares of the Issuer’s Class B Common Stock are convertible at any time into shares of the Issuer’s Class A Common Stock at the election of the holder or automatically upon certain transfers. |
| |
|
|
| |
(2) |
Aggregate amount beneficially owned by the reporting person as of August 27, 2023. The amount beneficially owned by the reporting person as of August 23, 2023, 2023, was 4,159,347 shares of Class A Common Stock and 7,358,932 shares of Class B Common Stock. |
| |
|
|
| |
(3) |
The percentage in row 13 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on an aggregate 208,578,693 shares of Class A Common Stock outstanding as of August 4, 2023, as reported by the Issuer in its Quarterly Report for the period ended June 30, 2023, filed on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on August 14, 2023. |
| CUSIP No. 03945R102 |
13D |
Page 2 of 5 Pages |
| 1 |
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hight Drive Growth LLC |
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
| 3 |
|
SEC USE ONLY |
| 4 |
|
SOURCE OF FUNDS (See Instructions)
WC, OO |
| 5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
¨ |
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
|
SOLE VOTING POWER
0 |
| 8 |
|
SHARED VOTING POWER
7,358,932(1) |
| 9 |
|
SOLE DISPOSITIVE POWER
0 |
| 10 |
|
SHARED DISPOSITIVE POWER
7,358,932(1) |
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,358,932(1) (2) |
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨ |
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%(3) |
| 14 |
|
TYPE OF REPORTING PERSON (See Instructions)
OO |
| |
(1) |
Consists of 7,358,932 shares of Class B Common Stock held directly by Hight Drive. Mr. Adcock is the sole managing member of Hight Drive and, as such, has voting and investment discretion with respect to the securities directly held by it. |
| |
(2) |
Aggregate amount beneficially owned by the reporting person as of August 27, 2023. The amount beneficially owned by the reporting person as of August 23, 2023, was 7,358,932 shares of Class B Common Stock. |
| |
|
|
| |
(3) |
The percentage in row 13 is calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act, based on an aggregate 208,578,693 shares of Class A Common Stock outstanding as of August 4, 2023, as reported by the Issuer in its Quarterly Report for the period ended June 30, 2023, filed on Form 10-Q with the SEC on August 14, 2023. |
| CUSIP No. 03945R102 |
13D |
Page 3 of 5 Pages |
Amendment No. 10 to Schedule 13D
This Amendment Number 10 (this
“Amendment”) amends the statement on Schedule 13D (the “Schedule 13D”) initially filed
with the United States Securities and Exchange Commission (the “SEC”) by Brett Adcock on September 16,
2021 with respect to the Class A Common Stock, par value $0.0001 per share, of Archer Aviation Inc. (the “Issuer”),
a Delaware corporation, as subsequently amended by Amendment Number 1 filed with the SEC on May 20, 2022, Amendment Number 2 filed
with the SEC on October 27, 2022, Amendment Number 3 filed with the SEC on January 12, 2023, Amendment Number 4 filed with the
SEC on May 17, 2023, Amendment Number 5 filed with the SEC on May 24, 2023, Amendment Number 6 filed with the SEC on June 7,
2023, Amendment Number 7 filed with the SEC on June 13, 2023, Amendment Number 8 filed with the SEC on June 20, 2023 and Amendment
Number 9 filed with the SEC on July 3, 2023. The principal executive office of the Issuer is located at 1880 Embarcadero Road, Palo
Alto, CA 94303.
This Amendment is being filed
to report and reflect a reduction in the beneficial ownership of the Issuer’s capital stock in connection with sales.
This Amendment amends and
supplements the Schedule 13D as set forth herein. Except as expressly provided herein, all Items of the Schedule 13D remain unchanged.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to them in the Schedule 13D. Information
given in response to each Item shall be deemed incorporated by reference in all other Items of the Schedule 13D, as amended.
Item 5. Interest in Securities of the Issuer
Item
5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) All
percentages set forth in this Item 5 were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under
the Exchange Act, and based on an aggregate total of 208,578,693 shares of the Issuer’s Class A Common Stock outstanding as
of August 4, 2023 as reported by the Issuer in its Quarterly Report for the period ended June 30, 2023, filed on Form 10-Q
with the SEC on August 14, 2023.
As of the date of this Amendment,
the Reporting Persons may be deemed to beneficially own, for purposes of Rule 13d-3(d)(1)(i) of the Exchange Act, an aggregate
total of 11,518,279 shares of the Class A Common Stock of the Issuer, which represents 5.5% of the Issuer’s outstanding Class A
Common Stock, and which includes (i) an aggregate 4,159,347 shares of Class A Common Stock and (ii) an aggregate 7,358,932
shares of Class B Common Stock which are convertible at any time into an equal number of shares of Class A Common Stock at the
election of the holder or automatically upon certain transfers. The Reporting Persons did not, and do not, have the right to acquire any
additional shares of Class A Common Stock within sixty days of April 14, 2022 (the “Forfeiture Date”)
or the date of this Amendment.
As of the date of this Amendment,
assuming the conversion of all of the Reporting Persons’ shares of Class B Common Stock into shares of the Issuer’s Class A
Common Stock, Hight Drive may be deemed to have: (i) sole power to vote and dispose, or direct the vote and disposition of, 0 shares,
or 0.0%, of the Issuer’s Class A Common Stock and (ii) shared power to vote and dispose, or direct the vote and disposition
of, 7,358,932 shares, or 3.5%, of the Issuer’s Class A Common Stock.
As of the date of this Amendment,
assuming the conversion of all of the Reporting Persons’ shares of Class B Common Stock into shares of the Issuer’s Class A
Common Stock, Mr. Adcock may be deemed to have: (i) sole power to vote and dispose, or direct the vote and disposition of, 4,159,347
shares, or 2.0%, of the Issuer’s Class A Common Stock and (ii) shared power to vote and dispose, or direct the vote and
disposition of, 11,518,279 shares, or 5.5%, of the Issuer’s Class A Common Stock.
| CUSIP No. 03945R102 |
13D |
Page 4 of 5 Pages |
(c) On
the Forfeiture Date, and as of the date of this Amendment, Mr. Adcock forfeited the settlement of 5,002,306 shares of Class B
Common Stock underlying the First Tranche PRSUs. On April 28, 2022 (the “Separation Agreement Date”), as
more specifically described in Item 6, hereinbelow, by virtue of the mutual execution of the Separation Agreement (defined
in Item 6, hereinbelow) by Mr. Adcock and the Issuer, the Issuer’s repurchase right was terminated, effective
immediately, with respect to the: (i) Unvested Option Shares (defined in Item 6, hereinbelow) directly held by Mr. Adcock
and (ii) Unvested Restricted Shares (defined in Item 6, hereinbelow) directly held by Hight Drive. On the Separation
Agreement Date, by virtue of the mutual execution of the Separation Agreement by Mr. Adcock and the Issuer, the Founder Grant was
caused to be modified so that its vesting period did not terminate and was instead extended by 15 months from the Separation Agreement
Date, as more specifically described in Item 6, hereinbelow.
During the last 60 days, the
Reporting Persons effected the following transactions in the Issuer’s capital stock:
| Date |
Amount |
Price Per Share |
Type of Transaction |
| June 29, 2023 |
1,000,000 |
$0.0000 |
(6) |
| June 29, 2023 |
1,000,000 |
$4.3938(1) |
Open market sale |
| June 30, 2023 |
500,000 |
$0.0000 |
(7) |
| June 30, 2023 |
500,000 |
$4.3506(2) |
Open market sale |
| July 3, 2023 |
288,036 |
$0.0000 |
(8) |
| July 3, 2023 |
288,036 |
$4.3870(3) |
Open market sale |
| July 5, 2023 |
300,000 |
$0.0000 |
(9) |
| July 5, 2023 |
300,000 |
$4.4602(4) |
Open market sale |
| August 23, 2023 |
500,000 |
$0.0000 |
(10) |
| August 23, 2023 |
500,000 |
$7.2961(5) |
Open market sale |
| (1) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $4.0000 to $4.7305 inclusive. The Reporting
Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding
the shares of Class A Common Stock sold at each separate price within the range set forth in this footnote (1) and footnotes
(2),(3), (4) and (5). |
| (2) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $4.1000 to $4.4800 inclusive. |
| (3) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $4.2000 to $4.5250 inclusive. |
| (4) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $4.4000 to $4.5350 inclusive. |
| (5) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $7.2000 to $7.4750 inclusive. |
| (6) | On June 29, 2023, the reporting persons directed the sale of 1,000,000 shares of the Issuer’s Class B Common Stock,
resulting in the automatic conversion of the shares into 1,000,000 shares of the Issuer’s Class A Common Stock. |
| (7) | On June 30, 2023, the reporting persons directed the sale of 500,000 shares of the Issuer’s Class B Common Stock,
resulting in the automatic conversion of the shares into 500,000 shares of the Issuer’s Class A Common Stock. |
| (8) | On July 3, 2023, the reporting persons directed the sale of 288,036 shares of the Issuer’s Class B Common Stock, resulting
in the automatic conversion of the shares into 288,036 shares of the Issuer’s Class A Common Stock. |
| (9) | On July 5, 2023, the reporting persons directed the sale of 300,000 shares of the Issuer’s Class B Common Stock, resulting
in the automatic conversion of the shares into 300,000 shares of the Issuer’s Class A Common Stock. |
| (10) | On August 23, 2023, the reporting persons directed the sale of 500,000 shares of the Issuer’s Class B Common Stock,
resulting in the automatic conversion of the shares into 500,000 shares of the Issuer’s Class A Common Stock. |
(d) To
the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of the Issuer’s capital stock which are directly or indirectly beneficially owned by
the Reporting Persons.
(e) Not
applicable.
| CUSIP No. 03945R102 |
13D |
Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: |
August 28, 2023 |
|
| |
|
|
| |
|
By: |
/s/ Brett Adcock |
| |
|
Name: |
Brett Adcock |
| |
|
|
| Date: |
August 28, 2023 |
|
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|
| |
|
HIGHT DRIVE GROWTH LLC |
| |
|
|
| |
|
By: |
/s/ Brett Adcock |
| |
|
Name: |
Brett Adcock |
| |
|
Title: |
Managing Member |
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