Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-39668

Archer Aviation Inc.

(Exact name of registrant as specified in its charter)


Delaware									85-2730902
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

190 West Tasman Drive, San Jose, CA									95134
(Address of principal executive offices)									(Zip Code)

(650) 272-3233

Registrant's telephone number, including area code

N/A

(Former name, former address, and former fiscal year, if changed since last report)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 3, 2024, the number of shares of the registrant’s Class A common stock outstanding was 285,344,759, and the number of shares of the registrant’s Class B common stock outstanding was 38,213,136.

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Archer Aviation Inc.

Form 10-Q

For the Quarterly Period Ended March 31, 2024

Table of Contents


		Page
Special Note Regarding Forward-Looking Statements		ii
Part I—Financial Information
Item 1.	Financial Statements	1
	Consolidated Condensed Balance Sheets	1
	Consolidated Condensed Statements of Operations	2
	Consolidated Condensed Statements of Comprehensive Loss	3
	Consolidated Condensed Statements of Stockholders’ Equity	4
	Consolidated Condensed Statements of Cash Flows	5
	Notes to Consolidated Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31

Part II—Other Information
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	32
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35

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ARCHER AVIATION INC.

Archer Aviation Inc., a Delaware corporation (prior to the closing of the Business Combination (as defined below), “Legacy Archer”), Atlas Crest Investment Corp., a Delaware Corporation (“Atlas”) and Artemis Acquisition Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Atlas (“Merger Sub”) entered into a merger agreement (the “Business Combination Agreement”) on February 10, 2021, as amended. The transactions contemplated by the terms of the Business Combination Agreement were completed on September 16, 2021 (the “Closing”). Following the Closing, Legacy Archer changed its name from Archer Aviation Inc. to Archer Aviation Operating Corp., and Atlas changed its name from Atlas Crest Investment Corp. to Archer Aviation Inc. and it became the successor registrant with the SEC.

As used in this Quarterly Report on Form 10-Q, unless the context requires otherwise, references to “Archer”, the “Company”, “we”, “us”, and “our”, and similar references refer to Archer Aviation Inc. and its wholly-owned subsidiaries, unless the context otherwise requires).

“Archer” and our other registered and common law trade names and trademarks of ours appearing in this Quarterly Report are our property. This Quarterly Report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements. All statements, other than statements of present or historical fact, included or incorporated by reference in this Quarterly Report regarding our future financial performance, as well as our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

These forward-looking statements are based on information available as of the date of this Quarterly Report, and current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events. Accordingly, forward-looking statements in this Quarterly Report and in any document incorporated herein by reference should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2024 (the “Annual Report”). Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, the Annual Report, and other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. Moreover, new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks and uncertainties, the future events and circumstances discussed in this Quarterly Report and the Annual Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

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Part I - Financial Information

Item 1. Financial Statements

Archer Aviation Inc.

Consolidated Condensed Balance Sheets

(In millions, except share and per share data; unaudited)


	March 31, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	405.8	$	464.6
Restricted cash	6.7		6.9
Prepaid expenses	7.7		7.9
Other current assets	1.8		0.8
Total current assets	422.0		480.2
Property and equipment, net	72.1		57.6
Intangible assets, net	0.4		0.4
Right-of-use assets	8.7		8.9
Other long-term assets	7.7		7.2
Total assets	$	510.9	$	554.3
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	14.1	$	14.3
Current portion of lease liabilities	3.3		2.8
Accrued expenses and other current liabilities	52.8		96.9
Total current liabilities	70.2		114.0
Notes payable	18.1		7.2
Lease liabilities, net of current portion	12.4		13.2
Warrant liabilities	19.1		39.9
Other long-term liabilities	11.9		12.9
Total liabilities	131.7		187.2
Commitments and contingencies (Note 7)
Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2024 and December 31, 2023	—		—
Class A common stock, $0.0001 par value; 700,000,000 shares authorized; 281,950,734 and 265,617,341 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	—		—
Class B common stock, $0.0001 par value; 300,000,000 shares authorized; 38,032,375 and 38,165,615 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	—		—
Additional paid-in capital	1,644.5		1,515.9
Accumulated deficit	(1,265.3)		(1,148.8)
Accumulated other comprehensive loss	—		—
Total stockholders’ equity	379.2		367.1
Total liabilities and stockholders’ equity	$	510.9	$	554.3

See accompanying notes to consolidated condensed financial statements.

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Archer Aviation Inc.

Consolidated Condensed Statements of Operations

(In millions, except share and per share data; unaudited)


	Three Months Ended March 31,
	2024		2023
Operating expenses
Research and development	$	83.5	$	65.8
General and administrative	58.7		44.1
Other warrant expense	—		2.1
Total operating expenses	142.2		112.0
Loss from operations	(142.2)		(112.0)
Other income (expense), net	20.6		(2.7)
Interest income, net	5.3		1.6
Loss before income taxes	(116.3)		(113.1)
Income tax expense	(0.2)		—
Net loss	$	(116.5)	$	(113.1)

Net loss per share, basic and diluted	$	(0.36)	$	(0.46)
Weighted-average shares outstanding, basic and diluted	320,256,596		247,274,541

See accompanying notes to consolidated condensed financial statements.

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Archer Aviation Inc.

Consolidated Condensed Statements of Comprehensive Loss

(In millions; unaudited)


	Three Months Ended March 31,
	2024		2023
Net loss	$	(116.5)	$	(113.1)
Other comprehensive income:
Unrealized gain on available-for-sale securities, net of tax	—		0.7
Comprehensive loss	$	(116.5)	$	(112.4)

See accompanying notes to consolidated condensed financial statements.

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Archer Aviation Inc.

Consolidated Condensed Statements of Stockholders’ Equity

(In millions, except share data; unaudited)


	Common Stock						Additional Paid-in Capital				Accumulated Other Comprehensive Loss
	Class A			Class B					Accumulated Deficit				Total
	Shares	Amount		Shares	Amount
Balance as of December 31, 2023	265,617,341	$	—	38,165,615	$	—	$	1,515.9	$	(1,148.8)	$	—	$	367.1
Conversion of Class B common stock to Class A common stock	200,000	—		(200,000)	—		—		—		—		—
Issuance of restricted stock units and restricted stock expense	4,873,123	—		—	—		34.0		—		—		34.0
Exercise of stock options	186,529	—		66,760	—		—		—		—		—
Issuance of warrants and warrant expense	—	—		—	—		48.9		—		—		48.9
Exercise of warrants	4,503,845	—		—	—		—		—		—		—
Common stock issued under at-the-market program	6,569,896	—		—	—		33.9		—		—		33.9
Stock-based compensation	—	—		—	—		11.8		—		—		11.8
Net loss	—	—		—	—		—		(116.5)		—		(116.5)
Balance as of March 31, 2024	281,950,734	$	—	38,032,375	$	—	$	1,644.5	$	(1,265.3)	$	—	$	379.2


	Common Stock						Additional Paid-in Capital				Accumulated Other Comprehensive Loss
	Class A			Class B					Accumulated Deficit				Total
	Shares	Amount		Shares	Amount
Balance as of December 31, 2022	177,900,738	$	—	63,738,197	$	—	$	1,185.0	$	(690.9)	$	(0.8)	$	493.3
Conversion of Class B common stock to Class A common stock	2,250,000	—		(2,250,000)	—		—		—		—		—
Issuance of restricted stock units and restricted stock expense	2,191,898	—		—	—		18.8		—		—		18.8
Exercise of stock options	316,116	—		233,190	—		0.1		—		—		0.1
Issuance of warrants and warrant expense	—	—		—	—		6.3		—		—		6.3
Common stock withheld related to net share settlement of equity awards	(786,342)	—		—	—		(2.3)		—		—		(2.3)
Stock-based compensation	—	—		—	—		6.3		—		—		6.3
Net loss	—	—		—	—		—		(113.1)		—		(113.1)
Other comprehensive income	—	—		—	—		—		—		0.7		0.7
Balance as of March 31, 2023	181,872,410	$	—	61,721,387	$	—	$	1,214.2	$	(804.0)	$	(0.1)	$	410.1

See accompanying notes to consolidated condensed financial statements.

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Archer Aviation Inc.

Consolidated Condensed Statements of Cash Flows

(In millions; unaudited)


	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities
Net loss	$	(116.5)	$	(113.1)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization and other	2.3		1.0
Debt discount and issuance cost amortization	—		0.2
Stock-based compensation	40.7		25.7
Change in fair value of warrant liabilities and other warrant costs	(20.8)		5.0
Non-cash lease expense	0.7		1.4
Research and development warrant expense	2.1		4.2
Other warrant expense	—		2.1
Technology and dispute resolution agreements expense	5.6		—
Interest income on short-term investments	—		(0.2)
Accretion and amortization income of short-term investments	—		(2.0)
Changes in operating assets and liabilities:
Prepaid expenses	0.2		3.0
Other current assets	(1.1)		(0.3)
Other long-term assets	(0.6)		(0.6)
Accounts payable	—		2.5
Accrued expenses and other current liabilities	1.7		8.9
Operating lease right-of-use assets and lease liabilities, net	(0.8)		(1.2)
Other long-term liabilities	—		(0.3)
Net cash used in operating activities	(86.5)		(63.7)
Cash flows from investing activities
Proceeds from maturities of short-term investments	—		314.0
Purchase of property and equipment	(17.3)		(11.4)
Net cash provided by (used in) investing activities	(17.3)		302.6
Cash flows from financing activities
Proceeds from issuance of debt	11.0		—
Repayment of long-term debt	—		(2.5)
Payment of debt issuance costs	(0.1)		—
Payments for taxes related to net share settlement of equity awards	—		(2.3)
Proceeds from shares issued under at-the-market program	33.9		—
Net cash provided by (used in) financing activities	44.8		(4.8)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(59.0)		234.1
Cash, cash equivalents, and restricted cash, beginning of period	471.5		72.3
Cash, cash equivalents, and restricted cash, end of period	$	412.5	$	306.4

Supplemental Cash Flow Information:
Cash paid for interest	$	0.2	$	0.3
Non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued expenses	$	10.0	$	5.8

See accompanying notes to consolidated condensed financial statements.

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

Note 1 - Organization and Nature of Business

Organization and Nature of Business

Archer Aviation Inc. (the “Company”), a Delaware corporation, with its headquarters located in San Jose, California, is an aerospace company. The Company is designing and developing electric vertical takeoff and landing (“eVTOL”) aircraft for use in urban air mobility (“UAM”) networks. The Company’s mission is to unlock the skies, freeing everyone to reimagine how they move and spend time.

The Company’s Planned Lines of Business

Upon receipt of all necessary Federal Aviation Administration (“FAA”) certifications and any other government approvals necessary for the Company to manufacture and operate its aircraft, the Company intends to operate two complementary lines of business. The Company’s core focus is direct-to-consumer offerings (“Archer UAM”) with its secondary focus being business-to-business offerings (“Archer Direct”).

Archer UAM

The Company plans to operate its own UAM ecosystem initially in select major cities. The Company’s UAM ecosystem will operate using its eVTOL aircraft which is currently in development.

Archer Direct

The Company also plans to selectively sell a certain amount of its eVTOL aircraft along with ancillary products and services to third parties.

Note 2 - Liquidity and Going Concern

Since the Company’s formation, the Company has devoted substantial effort and capital resources to the design and development of its planned eVTOL aircraft and UAM network. Funding of these activities has primarily been through the net proceeds received from the issuance of related and third-party debt (Note 6 - Notes Payable), and the sale of preferred and common stock to related and third parties (Note 8 - Preferred and Common Stock). Through March 31, 2024, the Company has incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $1,265.3 million. As of March 31, 2024, the Company had cash and cash equivalents of $405.8 million, which management believes will be sufficient to fund the Company’s current operating plan for at least the next 12 months from the date these consolidated condensed financial statements were issued.

There can be no assurance that the Company will be successful in achieving its business plans, that the Company’s current capital will be sufficient to support its ongoing business plans, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If the Company’s business plans require it to raise additional capital, but the Company is unable to do so, it may be required to alter, or scale back its aircraft design, development and certification programs, as well as its manufacturing capabilities, or be unable to fund capital expenditures. Any such events would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve the Company’s intended business plans.

Note 3 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of financial position, results of operations, and cash flows for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The unaudited

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

consolidated condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2023 set forth in the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024. The December 31, 2023 consolidated condensed balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

The Company has provided a discussion of significant accounting policies, estimates, and judgments in the Company’s audited consolidated financial statements. There have been no changes to the Company’s significant accounting policies since December 31, 2023 which are expected to have a material impact on the Company’s financial position, results of operations, or cash flows.

Cash, Cash Equivalents, and Restricted Cash

Cash consists of cash on deposit with financial institutions. Cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase. As of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents included money market funds of $297.5 million and $339.6 million, respectively.

Restricted cash consists primarily of cash held as security for the Company’s standby letters of credit. Refer to Note 7 - Commitments and Contingencies for further details.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated condensed balance sheets that sum to amounts reported on the consolidated condensed statements of cash flows (in millions):


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	405.8	$	464.6
Restricted cash	6.7		6.9
Total cash, cash equivalents, and restricted cash	$	412.5	$	471.5

Short-Term Investments

The Company had short-term investments in marketable securities with original maturities of less than one year, including United States Treasury securities, corporate debt securities and commercial paper. The Company classifies its marketable securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. These marketable securities are carried at fair value, and unrealized gains and losses are recorded in other comprehensive loss in the consolidated condensed statements of comprehensive loss, which is reflected as a component of stockholders’ equity. These marketable securities are assessed as to whether those with unrealized loss positions are other than temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely the securities will be sold before the recovery of their cost basis. If the impairment is deemed other than temporary, the security is written down to its fair value and a loss is recognized in other income (expense), net. Realized gains and losses from the sale of marketable securities and from declines in value deemed to be other than temporary are determined based on the specific identification method and recognized in other income (expense), net in the consolidated condensed statements of operations. As of March 31, 2024 and December 31, 2023, the Company had no short-term investments.

Fair Value Measurements

The Company applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, which defines a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

The carrying amounts of the Company’s cash, accounts payable, accrued compensation, and accrued liabilities approximate their fair values due to the short-term nature of these instruments.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in millions):


	As of March 31, 2024
Description	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	297.5	$	—	$	—	$	297.5

Liabilities:
Warrant liability – public warrants	$	12.5	$	—	$	—	$	12.5
Warrant liability – private placement warrants	$	—	$	—	$	6.6	$	6.6


	As of December 31, 2023
Description	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	339.6	$	—	$	—	$	339.6

Liabilities:
Warrant liability – public warrants	$	25.4	$	—	$	—	$	25.4
Warrant liability – private placement warrants	$	—	$	—	$	14.5	$	14.5
Accrued technology and dispute resolutions agreements liability	$	—	$	—	$	44.0	$	44.0

Cash Equivalents

The Company’s cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase. The Company classifies its money market funds as Level 1, because they are valued based on quoted market prices in active markets.

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

The following table presents a summary of the Company’s cash equivalents as of March 31, 2024 and December 31, 2023 (in millions):


	As of March 31, 2024
Description	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents:
Money market funds	$	297.5	$	—	$	—	$	297.5
Total	$	297.5	$	—	$	—	$	297.5


	As of December 31, 2023
Description	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents:
Money market funds	$	339.6	$	—	$	—	$	339.6
Total	$	339.6	$	—	$	—	$	339.6

Public Warrants

The measurement of the public warrants as of March 31, 2024 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker “ACHR WS”. The quoted price of the public warrants was $0.72 and $1.46 per warrant as of March 31, 2024 and December 31, 2023, respectively.

Private Placement Warrants

The Company utilizes a Monte Carlo simulation model for the private placement warrants at each reporting period, with changes in fair value recognized in the consolidated condensed statements of operations. The estimated fair value of the private placement warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield.

The key inputs into the Monte Carlo simulation model for the private placement warrants are as follows:


Input	March 31, 2024			December 31, 2023
Stock price	$	4.62		$	6.14
Strike price	$	11.50		$	11.50
Dividend yield	0.0		%	0.0		%
Term (in years)	2.5			2.7
Volatility	65.5		%	70.2		%
Risk-free rate	4.5		%	4.0		%

Accrued Technology and Dispute Resolution Agreements Liability

Under the Technology and Dispute Resolution Agreements, the Company recognized an accrued technology and dispute resolution agreements liability related to the Wisk Warrant (capitalized terms defined below). See Note 7 - Commitments and Contingencies for further details. The Company utilizes a Monte Carlo simulation model for the accrued technology and dispute resolution agreements liability at each reporting period, with changes in fair value recognized in the consolidated condensed statements of operations. The estimated fair value of the accrued technology and dispute resolution agreements liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield.

The key inputs into the Monte Carlo simulation model for the accrued technology and dispute resolution agreements liability are as follows:

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)


Input	December 31, 2023
Stock price	$	6.14
Strike price	$	0.01
Dividend yield	0.0		%
Term (in years)	0.1
Volatility	60.0		%
Risk-free rate	5.4		%

The following table presents the change in fair value of the Company’s Level 3 private placement warrants and accrued technology and dispute resolution agreements liability during the three months ended March 31, 2024 (in millions):


Balance as of December 31, 2023	$	58.5
Change in fair value	2.4
Less: settlement of accrued technology and dispute resolution agreements liability	(54.3)
Balance as of March 31, 2024	$	6.6

In connection with the change in fair value of the Company’s private placement warrants, the Company recognized a gain of $7.9 million and a loss of $2.1 million within other income (expense), net in the consolidated condensed statements of operations during the three months ended March 31, 2024 and 2023, respectively. Refer to Note 11 - Liability Classified Warrants for additional information about the public and private placement warrants.

In connection with the change in fair value of the accrued technology and dispute resolution agreements liability, the Company recognized a loss of $10.3 million within general and administrative expenses in the consolidated condensed statements of operations during the three months ended March 31, 2024. Refer to Note 7 - Commitments and Contingencies for additional information about the accrued technology and dispute resolution agreements liability.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

Certain financial instruments, including debt, are not measured at fair value on a recurring basis in the consolidated condensed balance sheets. The fair value of debt as of March 31, 2024 approximates its carrying value (Level 2). Refer to Note 6 - Notes Payable for additional information.

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

Certain assets and liabilities are subject to measurement at fair value on a non-recurring basis if there are indicators of impairment or if they are deemed to be impaired as a result of an impairment review.

Intangible Assets, Net

Intangible assets consist solely of domain names and are recorded at cost, net of accumulated amortization, and if applicable, impairment charges. Amortization of domain names is provided over a 15-year estimated useful life on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has analyzed a variety of factors to determine if any circumstance could trigger an impairment loss, and, at this time and based on the information presently known, no event has occurred and indicated that it is more likely than not that an impairment loss has been incurred. Therefore, the Company did not record any impairment charges for its intangible assets for the three months ended March 31, 2024 and 2023.

As of March 31, 2024 and December 31, 2023, the net carrying amounts for domain names were $0.4 million and $0.4 million, respectively, and were recorded in the Company’s consolidated condensed balance sheets.

Cloud Computing Arrangements

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

The Company capitalizes certain implementation costs incurred in the application development stage of projects related to its cloud computing arrangements that are service contracts. Capitalized implementation costs are recognized in other long-term assets in the consolidated condensed balance sheets and amortized on a straight-line basis over the fixed, noncancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. As of March 31, 2024 and December 31, 2023, the net carrying amounts of the Company’s capitalized cloud computing implementation costs were $6.7 million and $6.4 million, respectively.

Contract Liabilities

The Company records contract liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. As of March 31, 2024 and December 31, 2023, the Company’s contract liability balances were $10.8 million and $10.8 million, respectively, and recorded in other long-term liabilities in the Company’s consolidated condensed balance sheets. As of March 31, 2024 and December 31, 2023, the Company’s contract liabilities consisted of a $10.0 million pre-delivery payment received from United Airlines, Inc. (“United”) under the terms of the Amended United Purchase Agreement (defined below) (see Note 9 - Stock-Based Compensation), and a $0.8 million installment payment received under a contract order with the United States Air Force for the design, development, and ground test of the Company’s production aircraft, Midnight. No revenues were recognized during the three months ended March 31, 2024 and 2023.

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. For all periods presented, the calculation of basic net loss per share excludes shares issued upon the early exercise of stock options where the vesting conditions have not been satisfied. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The Company also excludes unvested shares subject to repurchase in the number of shares outstanding in the consolidated condensed balance sheets and statements of stockholders’ equity.

Because the Company reported net losses for all periods presented, diluted loss per share is the same as basic loss per share.

Contingently issuable shares, including equity awards with performance conditions, are considered outstanding common shares and included in the computation of basic net loss per share as of the date that all necessary conditions to earn the awards have been satisfied. Prior to the end of the contingency period, the number of contingently issuable shares included in diluted net loss per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period.

Because the Company reported net losses for all periods presented, all potentially dilutive common stock equivalents are antidilutive and have been excluded from the calculation of net loss per share. The diluted net loss per common share was the same for Class A and Class B common shares because they are entitled to the same liquidation and dividend rights.

The following table presents the number of antidilutive shares excluded from the calculation of diluted net loss per share:


	Three Months Ended March 31,
	2024	2023
Options to purchase common stock	2,915,738	4,722,137
Unvested restricted stock units	35,015,943	44,265,187
Warrants	47,011,560	43,347,301
Shares issuable under the Employee Stock Purchase Plan (Note 9)	1,091,452	641,727
Total	86,034,693	92,976,352

Comprehensive Loss

Comprehensive loss includes all changes in equity during the period from non-owner sources. The Company’s comprehensive loss consists of its net loss and its unrealized gains or losses on available-for-sale securities.

Recent Accounting Pronouncements

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements through enhanced disclosures about significant segment expenses, interim segment profit or loss and assets, and how the Chief Operating Decision Maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its disclosures within its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The update is effective for annual periods beginning after December 15, 2024 on a prospective basis, and retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures within its consolidated financial statements.

Note 4 - Property and Equipment, Net

Property and equipment, net, consisted of the following (in millions):


	March 31, 2024		December 31, 2023
Furniture, fixtures, and equipment	$	9.0	$	7.9
Vehicles	0.1		0.1
Computer hardware	5.4		5.3
Computer software	1.5		1.5
Website design	0.8		0.8
Leasehold improvements	32.5		33.0
Construction in progress	33.5		18.4
Total property and equipment	82.8		67.0
Less: Accumulated depreciation	(10.7)		(9.4)
Total property and equipment, net	$	72.1	$	57.6

Construction in progress includes costs incurred for the Company’s manufacturing facilities to be constructed in Covington, Georgia and other assets that have not yet been placed in service.

The following table presents depreciation expense included in each respective expense category in the consolidated condensed statements of operations (in millions):


	Three Months Ended March 31,
	2024		2023
Research and development	$	2.0	$	0.7
General and administrative	0.1		0.2
Total depreciation expense	$	2.1	$	0.9

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

Note 5 - Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in millions):


	March 31, 2024		December 31, 2023
Accrued professional fees	$	9.8	$	9.5
Accrued employee costs	12.7		16.7
Accrued parts and materials	15.9		12.1
Taxes payable	1.3		1.4
Accrued capital expenditures	8.6		9.2
Accrued cloud computing implementation costs	0.4		0.3
Accrued technology and dispute resolution agreements liability (Note 7)	—		44.0
Other current liabilities	4.1		3.7
Total	$	52.8	$	96.9

Note 6 - Notes Payable

The Company’s notes payable consisted of the following (in millions):


	March 31, 2024		December 31, 2023
Synovus Bank Loan	$	18.5	$	7.5
Loan unamortized discount and loan issuance costs	(0.4)		(0.3)
Total debt, net of discount and loan issuance costs	18.1		7.2
Less current portion, net of discount and loan issuance costs	—		—
Total long-term notes payable, net of discount and loan issuance costs	$	18.1	$	7.2

Synovus Bank Loan

On October 5, 2023, the Company entered into a credit agreement (the “Credit Agreement”) with Synovus Bank, as administrative agent and lender, and the additional lenders (the “Lenders”) from time to time. The Company may request the Lenders to provide multiple term loan advances (together, the “Loan”) in an aggregate principal amount of up to $65.0 million for the construction and development of the Company’s manufacturing facility in Covington, Georgia.

The Company is required to make 120 monthly interest payments from November 14, 2023 until maturity, and 84 equal monthly principal installments from November 14, 2026 until maturity. The Credit Agreement matures on the earlier of October 5, 2033 or the date on which the outstanding Loan has been declared or automatically becomes due and payable pursuant to the terms of the Credit Agreement.

The interest rate on the Loan is a floating rate per annum equal to secured overnight financing rate (as defined in the Credit Agreement) plus the applicable margin of 2.0%, which increases by 5.0% per annum upon the occurrence of an event of default.

The Company’s obligations under the Credit Agreement are secured by funds in a collateral account and the Credit Agreement is guaranteed by the Company’s domestic subsidiaries. The Company may prepay with certain premium that links to the passage of time, and in certain circumstances would be required to prepay the Loan under the Credit Agreement without payment of a premium. The Credit Agreement contains customary representations and warranties, customary affirmative and negative covenants, and customary events of default. As of March 31, 2024, the Company was in compliance with all the covenants of the Credit Agreement.

The Company has drawn down $18.5 million of the Loan as of March 31, 2024. The effective interest rate for the draw downs ranged from 7.6% to 8.1% as of March 31, 2024. The loan issuance costs will be amortized to interest expense over the contractual term of the Loan. During the three months ended March 31, 2024, the Company recognized interest expense of $0.3 million, including an immaterial amount related to the amortization of issuance costs within interest income, net in the

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

consolidated condensed statements of operations. The carrying value of the Loan, net of unamortized issuance costs of $0.4 million, was $18.1 million as of March 31, 2024.

The future scheduled principal maturities of the Loan as of March 31, 2024 are as follows (in millions):


Remaining 2024	$	—
2025	—
2026	$	0.1
2027	$	0.7
2028	$	0.7
Thereafter	$	17.0
	$	18.5

Note 7 - Commitments and Contingencies

Operating Leases

The Company leases office, lab, hangar, and storage facilities under various operating lease agreements with lease periods expiring between 2024 and 2030 and generally containing periodic rent increases and various renewal and termination options.

The Company’s lease costs were as follows (in millions):


	Three Months Ended March 31,
	2024		2023
Operating lease cost	$	1.2	$	1.8
Short-term lease cost	0.1		—
Total lease cost	$	1.3	$	1.8

The Company’s weighted-average remaining lease term and discount rate as of March 31, 2024 and 2023 were as follows:


	2024		2023
Weighted-average remaining lease term (in months)	53		48
Weighted-average discount rate	14.6	%	13.9	%

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

The minimum aggregate future obligations under the Company’s non-cancelable operating leases as of March 31, 2024 were as follows (in millions):


Remaining 2024	$	4.6
2025	5.7
2026	4.7
2027	2.1
2028	2.2
Thereafter	4.4
Total future lease payments	23.7
Less: leasehold improvement allowance	(1.1)
Total net future lease payments	22.6
Less: imputed interest	(6.9)
Present value of future lease payments	$	15.7

Supplemental cash flow information and non-cash activities related to right-of-use assets and lease liabilities were as follows (in millions):


	Three Months Ended March 31,
	2024		2023
Operating cash outflows from operating leases	$	1.1	$	1.6
Operating lease liabilities from obtaining right-of-use assets	$	0.3	$	0.1

Finance Lease

In February 2023, the Company entered into a lease arrangement with the Newton County Industrial Development Authority (the “Authority”) for the Company’s manufacturing facilities to be constructed in Covington, Georgia. In connection with the lease arrangement, the Authority issued a taxable revenue bond (the “Bond”), which was acquired by the Company. The arrangement is structured so that the Company’s lease payments to the Authority equal and offset the Authority’s bond payments to the Company. Accordingly, the Company offsets the finance lease obligation and the Bond on its consolidated condensed balance sheets.

Letters of Credit

As of March 31, 2024, the Company had standby letters of credit in the aggregate outstanding amount of $5.7 million, secured with restricted cash.

Litigation

During the ordinary course of the business, the Company may be subject to legal proceedings, various claims, and litigation. Such proceedings can be costly, time consuming, and unpredictable, and therefore, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s financial condition or results of operations.

Wisk Litigation and Settlement

On April 6, 2021, Wisk Aero LLC (“Wisk”) brought a lawsuit against the Company in the United States District Court for the Northern District of California alleging misappropriation of trade secrets and patent infringement. The Company filed certain counterclaims for defamation, tortious interference and unfair competition.

On August 10, 2023, the Company, the Boeing Company (“Boeing”) and Wisk entered into a series of agreements that provide for, among other things, certain investments by Boeing into the Company and an autonomous flight technology collaboration between Wisk and the Company, the issuance of certain warrants to Wisk and resolution of the federal and state court litigation between the parties (the “Technology and Dispute Resolution Agreements”).

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

Pursuant to a private placement transaction entered into by the Company on August 10, 2023, Boeing subscribed to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and received registration rights with respect to such shares of Common Stock and the shares of Common Stock underlying the Wisk Warrant (as defined below) pursuant to a registration rights agreement.

Pursuant to the Technology and Dispute Resolution Agreements, the Company issued Wisk a warrant to purchase up to 13,176,895 shares of Common Stock with an exercise price of $0.01 per share (the “Wisk Warrant”). The Wisk Warrant has now vested and became exercisable, subject to the terms and conditions of the underlying warrant agreement, for the full amount of such shares.

The Company recorded the initial vested share tranche within equity at its fair value. The Company recognized technology and dispute resolution agreements expense for the initial vested tranche upon issuance. The Company recorded the unvested portion of the Wisk Warrant as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized as a gain or loss in the Company’s consolidated condensed statements of operations. The initial offsetting entry to the warrant liability was technology and dispute resolution agreements expense. During the three months ended March 31, 2024, the Company recorded a loss of $10.3 million to recognize the change in fair value of the warrant upon issuance and recorded the outstanding warrant within equity at its fair value.

Note 8 - Preferred and Common Stock

Preferred Stock

As of March 31, 2024, no shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock.

Class A and Class B Common Stock

Except for voting rights and conversion rights, or as otherwise required by applicable law, the shares of the Company’s Class A common stock and Class B common stock have the same powers, preferences, and rights and rank equally, share ratable and are identical in all respects as to all matters. The rights, privileges, and preferences are as follows:

Voting

Holders of the Company’s Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of Class B common stock are entitled to ten votes per share on all matters to be voted upon by the stockholders. The holders of Class A common stock and Class B common stock will generally vote together as a single class on all matters submitted to a vote of the stockholders, unless otherwise required by Delaware law or the Company’s amended and restated certificate of incorporation.

Dividends

Holders of Class A common stock and Class B common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors in its discretion out of funds legally available therefor. No dividends on common stock have been declared by the Company’s Board of Directors through March 31, 2024, and the Company does not expect to pay dividends in the foreseeable future.

Preemptive Rights

Stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to Class A common stock and Class B common stock.

Conversion

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will automatically convert into one share of Class A common

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

stock upon transfer to a non-authorized holder. In addition, Class B common stock is subject to “sunset” provisions, under which all shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock upon the earliest to occur of (i) the ten-year anniversary of the closing of the Business Combination, (ii) the date specified by the holders of two-thirds of the then outstanding Class B common stock, voting as a separate class, and (iii) when the number of Class B common stock represents less than 10% of the aggregate number of Class A common stock and Class B common stock then outstanding. In addition, each share of Class B common stock will automatically convert into an equal number of Class A common stock upon the earliest to occur of (a) in the case of a founder of the Company, the date that is nine months following the death or incapacity of such founder, and, in the case of any other holder, the date of the death or incapacity of such holder, (b) in the case of a founder of the Company, the date that is 12 months following the date that such founder ceases to provide services to the Company and its subsidiaries as an executive officer, employee or director of the Company, and, in the case of any other holder, immediately at the occurrence of any such event, and (c) in the case of a founder of the Company or any other holder, at least 80% (subject to customary capitalization adjustments) of the Class B common stock held by such founder or holder (on a fully as converted/as exercised basis) as of immediately following the closing of the Business Combination having been transferred (subject to exceptions for certain permitted transfers).

During the three months ended March 31, 2024 and 2023, 200,000 and 2,250,000 shares of Class B common stock were converted into Class A common stock, respectively.

Liquidation

In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of any preferred stock have been satisfied.

At-The-Market Program

In November 2023, the Company entered into an Open Market Sales AgreementSM (the “Sales Agreement”) with Cantor Fitzgerald & Co., as the sales agent, pursuant to which the Company may offer and sell shares of the Company’s Class A common stock having an aggregate offering amount of up to $70.0 million (the “ATM Program”). The Company will pay Cantor Fitzgerald & Co. a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of Class A common stock pursuant to the ATM Program. During the three months ended March 31, 2024, the Company sold 6,569,896 shares of Class A common stock for net proceeds of $33.9 million. As of March 31, 2024, the Company had $14.6 million remaining eligible for sale under the ATM Program.

Note 9 - Stock-Based Compensation

Amended and Restated 2021 Plan

In August 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was approved by the stockholders of the Company in September 2021 and became effective immediately upon the closing of the Business Combination. In April 2022, the Company amended and restated the 2021 Plan (the “Amended and Restated 2021 Plan”), which was approved by the stockholders of the Company in June 2022. The aggregate number of shares of Class A common stock that may be issued under the plan increased to 34,175,708. In addition, the number of shares of Class A common stock reserved for issuance under the Amended and Restated 2021 Plan will automatically increase on January 1st of each year following this amendment, starting on January 1, 2023 and ending on (and including) January 1, 2031, in an amount equal to the lesser of (i) 5.0% of the total number of shares of Class A and Class B common stock outstanding on December 31 of the preceding year, or (ii) a lesser number of shares of Class A common stock determined by the Board of Directors prior to the date of the increase (the “EIP Evergreen Provision”). The EIP Evergreen Provision is calculated using the number of legally outstanding shares of common stock and includes shares, such as unvested shares pursuant to early exercised stock options, that are not considered outstanding for accounting purposes. In accordance therewith, the number of shares of Class A common stock reserved for issuance under the Amended and Restated 2021 Plan increased by 15,320,111 shares on January 1, 2024. The Amended and Restated 2021 Plan provides for the grant of incentive and non-statutory stock options, stock appreciation rights,

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

restricted stock awards, restricted stock units, performance awards, and other awards to employees, directors, and non-employees.

In connection with the adoption of the 2021 Plan, the Company ceased issuing awards under its 2019 Equity Incentive Plan (the “2019 Plan”). Following the closing of the Business Combination, the Company assumed the outstanding stock options under the 2019 Plan and converted such stock options into options to purchase the Company’s common stock. Such stock options will continue to be governed by the terms of the 2019 Plan and the stock option agreements thereunder, until such outstanding options are exercised or until they terminate or expire.

Employee Stock Purchase Plan

In August 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately upon the closing of the Business Combination. The ESPP permits eligible employees to purchase shares of Class A common stock at a price equal to 85.0% of the lower of the fair market value of Class A common stock on the first day of an offering or on the date of purchase. Additionally, the number of shares of Class A common stock reserved for issuance under the ESPP will automatically increase on January 1st of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by the lesser of (i) 1.0% of the total number of shares of Class A common stock outstanding on December 31 of the preceding year; (ii) 9,938,118 shares of Class A common stock; or (iii) a lesser number of shares of Class A common stock determined by the Board of Directors prior to the date of the increase (the “ESPP Evergreen Provision”). The ESPP Evergreen Provision is calculated using the number of legally outstanding shares of common stock and includes shares, such as unvested shares pursuant to early exercised stock options, that are not considered outstanding for accounting purposes. In accordance therewith, the number of shares of Class A common stock reserved for issuance under the ESPP increased by 2,679,473 on January 1, 2024. As of March 31, 2024, the maximum number of shares authorized for issuance under the ESPP was 11,085,810, of which 9,857,178 shares remained available under the ESPP.

The Company currently offers six-month offering periods, and at the end of each offering period, which occurs every six months on May 31 and November 30, employees can elect to purchase shares of the Company’s Class A common stock with contributions of up to 15.0% of their base pay, accumulated via payroll deductions, subject to certain limitations.

The Company uses the Black-Scholes option pricing model to calculate the grant date fair value of each award granted under the ESPP. The following table sets forth the key assumptions and fair value results for each award granted in the Company’s six-month offering period that started on December 1, 2023:


	December 1, 2023
Stock price	$	6.30
Risk-free interest rate	5.3		%
Term (in years)	0.5
Volatility	97.5		%
Dividend yield	0.0		%
Grant date fair value per share	$	2.62

During the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of $0.7 million and $0.3 million for the ESPP, respectively.

As of March 31, 2024, the total remaining stock-based compensation expense was $0.4 million for the ESPP, which is expected to be recognized over the current six-month offering period until May 31, 2024.

Annual Equity Awards

Subject to the achievement of certain performance goals established by the Company from time to time, the Company’s employees are eligible to receive an annual incentive bonus that will entitle them to an annual grant of restricted stock units (“RSUs”) that are fully vested on the date of grant. Furthermore, all annual equity awards are contingent and issued only upon approval by the Company’s Board of Directors or the Compensation Committee. During the three months ended March 31,

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

2024 and 2023, the Company recognized stock-based compensation expense of $3.8 million and $2.9 million, respectively, related to these annual equity awards.

Stock Options

A summary of the Company’s stock option activity is as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2024	3,174,114	$	0.12	6.7	$	19.1
Exercised	(253,290)	0.08			1.2
Expired/forfeited	(5,086)	0.15
Outstanding as of March 31, 2024	2,915,738	0.12		6.4	13.1

Exercisable as of March 31, 2024	1,401,617	$	0.13	6.5	$	6.3
Vested and expected to vest as of March 31, 2024	2,915,738	0.12		6.4	13.1

The Company recognized stock-based compensation expense of $0.8 million and $0.7 million for stock options for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, the total remaining stock-based compensation expense for unvested stock options was $4.2 million, which is expected to be recognized over a weighted-average period of 0.7 years.

Restricted Stock Units

A summary of the Company’s RSU activity is as follows:


	Number of Shares	Weighted Average Grant Fair Value
Outstanding as of January 1, 2024	31,522,483	$	4.99
Granted	6,579,055	4.85
Vested	(4,845,299)	4.23
Forfeited	(115,296)	4.42
Outstanding as of March 31, 2024	33,140,943	5.08

During the three months ended March 31, 2024, the Company granted 2,735,840 RSUs under the Amended and Restated 2021 Plan, representing the annual equity awards for 2023. The RSUs were fully vested on the date of grant and settled in Class A common stock on a one-for-one basis. In addition, the Company granted 3,270,695 RSUs under the Amended and Restated 2021 Plan, which generally vest over a three- or four-year period with a one-year cliff and remain subject to forfeiture if vesting conditions are not met. Upon vesting, RSUs are settled in Class A common stock on a one-for-one basis. The shares of Class A common stock underlying RSU grants are not issued and outstanding until the applicable vesting date. The Company also granted 572,520 RSUs under the Amended and Restated 2021 Plan to certain executives, which vest over a three-year period with a pay out based on the Company’s relative performance of total shareholder return (“TSR”) compared with the annualized TSR of certain peer companies for the service period (the “PSUs”). The award payout can range from 0.0% to 200.0% of the initial grant, and is measured on each anniversary of the grant date. Upon vesting, PSUs are settled in Class A common stock on a one-for-one basis. If an executive terminates employment because of retirement, layoff, disability or death, the executive (or beneficiary) remains eligible under the award and, if the award is earned, will receive a proration of PSUs based on active

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

employment during the annual service periods. In all other cases, the award will not vest and all rights to the PSUs will terminate.

The Company determined the fair value of the PSUs using a Monte Carlo simulation model on the grant date. The Company will recognize compensation expense for the PSUs on a straight-line basis over the three-year performance period.

The following assumptions were used to estimate the fair value, using the Monte Carlo simulation, of the PSUs:


	March 26, 2024
Stock price	$	4.79
Term (in years)	3.0
Volatility	87.1		%
Risk-free interest rate	4.3		%
Dividend yield	0.0		%

Immediately prior to closing of the Business Combination, each of the Company’s founders was granted 20,009,224 RSUs under the 2019 Plan (each, a “Founder Grant” and collectively, the “Founder Grants”) pursuant to the terms and conditions of the Business Combination Agreement, dated February 10, 2021, as amended and restated on July 29, 2021 (the “Business Combination Agreement”). One-quarter of each Founder Grants was intended to vest upon the achievement of the earlier to occur of (i) a price-based milestone or (ii) a performance-based milestone, with a different set of such price and performance-based milestones applying to each quarter of each of the Founder Grants and so long as the achievement occurs within seven years following the closing of the Business Combination.

The Company accounts for the Founder Grants as four separate tranches, with each tranche consisting of two award conditions, a performance award condition and market award condition. Each tranche vests when either the market condition or performance condition is satisfied (only one condition is satisfied). The Company determined the fair value of the performance award by utilizing the trading price on the Closing Date. When the applicable performance milestone is deemed probable of being achieved, the Company will recognize compensation expense for the portion earned to date over the requisite period. For the market award, the Company determined both the fair value and derived service period using a Monte Carlo simulation model on the Closing Date. The Company will recognize compensation expense for the market award on a straight-line basis over the derived service period. If the applicable performance condition is not probable of being achieved, compensation cost for the value of the award incorporating the market condition is recognized, so long as the requisite service is provided. If the performance milestone becomes probable of being achieved, the full fair value of the award will be recognized, and any remaining expense for the market award will be canceled.

One-quarter of each of the Founder Grants, totaling 5,002,306 shares of Class B common stock, vested immediately prior to the Closing Date pursuant to the terms and conditions of the Business Combination Agreement. On April 14, 2022, the vested 5,002,306 shares of Class B common stock of the Company’s former co-CEO were cancelled. On July 13, 2023, following the end of 15 months from the separation of the former co-CEO from the Company on April 13, 2022, the officer’s unvested 15,006,918 shares of Class B common stock for the remaining three tranches were forfeited. The Company reversed the previously recognized stock-compensation expense associated with these shares for $59.1 million. As of March 31, 2024, there were 15,006,918 shares of Class B common stock outstanding for the remaining Founder Grant.

During the three months ended March 31, 2024, the performance condition of the second tranche of the outstanding Founder Grant became probable of being achieved. For the three months ended March 31, 2024 and 2023, the Company recorded $22.4 million and $16.0 million, respectively, of stock-based compensation expense for the remaining three tranches of the outstanding Founder Grants in general and administrative expenses in the consolidated condensed statements of operations. Of the amounts recorded during the three months ended March 31, 2023, approximately $8.0 million of stock-based compensation expense associated with the forfeiture were reversed in July 2023 and recorded during the year ended December 31, 2023.

For the three months ended March 31, 2024 and 2023, the Company recorded $13.0 million and $5.3 million of stock-based compensation expense, respectively, related to RSUs (excluding the Founder Grants).

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

As of March 31, 2024, the total remaining stock-based compensation expense for unvested RSUs (including the remaining Founder Grant) was $115.4 million, which is expected to be recognized over a weighted-average period of 0.9 years.

Restricted Stock

In August 2023, the Company issued 1,985,559 shares of Class A common stock to an outside vendor to satisfy $11.0 million of the Company’s outstanding payable to that vendor.

The Company records stock-based compensation expense for stock-based compensation awards based on the fair value on the date of grant. The stock-based compensation expense is recognized ratably over the course of the requisite service period.

The Company has elected to account for forfeitures as they occur and will record stock-based compensation expense assuming all stockholders will complete the requisite service period. If an employee forfeits an award because they fail to complete the requisite service period, the Company will reverse stock-based compensation expense previously recognized in the period the award is forfeited.

The following table presents stock-based compensation expense included in each respective expense category in the consolidated condensed statements of operations (in millions):


	Three Months Ended March 31,
	2024		2023
Research and development	$	12.4	$	6.7
General and administrative	28.3		19.0
Total stock-based compensation expense	$	40.7	$	25.7

Warrants

A summary of the Company’s warrant activity is as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2024	20,788,247	$	0.01	4.5	$	127.4
Outstanding as of March 31, 2024	20,788,247	0.01		4.2	$	95.8

Vested and exercisable as of March 31, 2024	7,839,893	$	0.01	3.1	$	36.1

United Airlines

On January 29, 2021, the Company entered into a Purchase Agreement (the “United Purchase Agreement”), Collaboration Agreement (the “United Collaboration Agreement”), and Warrant to Purchase Shares Agreement (the “United Warrant Agreement”) with United. Under the terms of the United Purchase Agreement, United has a conditional purchase order for up to 200 of the Company’s aircraft, with an option to purchase an additional 100 aircraft. Those purchases are conditioned upon the Company meeting certain conditions that include, but are not limited to, the certification of the Company’s aircraft by the FAA and further negotiation and reaching of mutual agreement on certain material terms related to the purchases. The Company issued 14,741,764 warrants to United to purchase shares of the Company’s Class A common stock. Each warrant provides United with the right to purchase one share of the Company’s Class A common stock at an exercise price of $0.01 per share. The warrants were initially expected to vest in four installments in accordance with the following milestones: the execution of the United Purchase Agreement and the United Collaboration Agreement, the completion of the Business Combination, the certification of the aircraft by the FAA, and the sale of aircraft to United.

On August 9, 2022, the Company entered into Amendment No. 1 to the United Purchase Agreement (the “Amended United Purchase Agreement”) and Amendment No. 1 to the United Warrant Agreement (the “Amended United Warrant Agreement”).

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

In association with the Amended United Purchase Agreement, the Company received a $10.0 million pre-delivery payment from United for 100 of the Company’s aircraft (the “Pre-Delivery Payment”), which was recognized as a contract liability in other long-term liabilities in the Company’s consolidated condensed balance sheets. Pursuant to the Amended United Warrant Agreement, the vesting condition of the fourth milestone of the United Warrant Agreement was modified, and the warrants now vest in four installments in accordance with the following sub-milestones: (i) 737,088 warrants vested upon receipt by the Company of the Pre-Delivery Payment on August 9, 2022; (ii) 2,211,264 warrants vested on February 9, 2023 upon the six-month anniversary of the amendment date; (iii) 3,685.45 warrants shall vest upon the acceptance and delivery of each of the Company’s 160 aircraft; and (iv) 22,112.65 warrants shall vest upon the acceptance and delivery of each of the Company’s 40 aircraft.

The Company accounts for the Amended United Purchase Agreement and the United Collaboration Agreement under ASC 606, Revenue from Contracts with Customers. The Company identified the sale of each aircraft ordered by United as a separate performance obligation in the contract. As the performance obligations have not been satisfied, the Company has not recognized any revenue as of March 31, 2024.

With respect to the warrant vesting milestones outlined above, the Company accounts for them as consideration payable to a customer under ASC 606 related to the future purchase of aircraft by United. The Company determined that the warrants are classified as equity awards based on the criteria of ASC 480, Distinguishing Liabilities from Equity and ASC 718, Compensation — Stock Compensation. Pursuant to ASC 718, the Company measured the grant date fair value of the warrants to be recognized upon the achievement of each of the original four milestones and the vesting of the related warrants.

For the first milestone, issuance of the warrants in conjunction with the execution of the United Purchase Agreement and the United Collaboration Agreement, the Company recorded the grant date fair value of the respective warrant tranche at the vesting date upon satisfaction of the milestone, and the related costs were recorded in other warrant expense due to the absence of historical or probable future revenue. For the second milestone, the completion of the Business Combination transaction, the related costs were also recorded in other warrant expense due to the absence of historical or probable future revenue. For the third milestone, the certification of the aircraft by the FAA, the Company will assess whether it is probable that the award will vest at the end of every reporting period. If and when the award is deemed probable of vesting, the Company will begin capitalizing the grant date fair value of the associated warrants as an asset through the vesting date and subsequently amortize the asset as a reduction to revenue as it sells the new aircraft to United.

For the original fourth milestone, the sale of aircraft to United, the Company was initially expected to record the cost associated with the vesting of each portion of warrants within this milestone as a reduction of the transaction price as revenue is recognized for each sale of the aircraft. In connection with the Amended United Warrant Agreement, the Company evaluated the accounting implications associated with the amendment to the fourth milestone in accordance with ASC 606 and ASC 718. For the first sub-milestone, the receipt of the Pre-Delivery Payment, the Company accounted for it as a modification under ASC 718 and recorded the modification date fair value of the associated warrants in other warrant expense upon satisfaction of the sub-milestone on August 9, 2022. For the second sub-milestone, the vesting of warrants on February 9, 2023, the Company accounted for it as a modification under ASC 718 and recorded the modification date fair value of the associated warrants in other warrant expense on a straight-line basis over six months following the amendment date. The modification date fair value of each warrant associated with the first and second sub-milestones was determined to be $4.37, which was the stock price of the Company’s Class A common stock at the modification date. For the third and fourth sub-milestones, the sale of 160 aircraft and 40 aircraft, respectively, the Company determined that the amendment does not represent a modification under ASC 718. The Company will record the cost associated with the vesting of each portion of the associated warrants as a reduction of the transaction price based on the original grant date fair value as revenue is recognized for each sale of the aircraft.

There was no other warrant expense recognized for the three months ended March 31, 2024. For the three months ended March 31, 2023, the Company recorded $2.1 million in other warrant expense, in the consolidated condensed statement of operations related to the second sub-milestone under the fourth milestone, and a total of 2,211,264 warrants vested from achievement of this milestone.

In August 2023, the Company issued 2,942,778 shares of Class A common stock to United, who cashless net exercised 2,948,352 warrants related to the achievement of the first two sub-milestones under the fourth milestone.

Stellantis N.V.

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

On January 3, 2023, the Company entered into a manufacturing and collaboration agreement with Stellantis N.V. (“Stellantis”), pursuant to which the Company and Stellantis will collaborate on the development and implementation of the Company’s manufacturing operations for the production of its eVTOL aircraft products (the “Stellantis Collaboration Agreement”). In connection with the Stellantis Collaboration Agreement, the Company entered into a forward purchase agreement (as amended, the “Stellantis Forward Purchase Agreement”) and a warrant agreement (the “Stellantis Warrant Agreement”) with Stellantis on January 3, 2023.

Under the terms of the Stellantis Forward Purchase Agreement, the Company may elect, in the Company’s sole discretion, to issue and sell to Stellantis up to $150.0 million of shares of the Company’s Class A common stock, following the satisfaction of certain Milestones (as defined in the Stellantis Forward Purchase Agreement) and pursuant to the terms and conditions of the Stellantis Forward Purchase Agreement. As any issuance of Class A common stock by the Company to Stellantis pursuant to the Stellantis Forward Purchase Agreement is at the election of the Company, the Company will recognize any share issuance at the time it elects to issue and sell shares to Stellantis.

Under the terms of the Stellantis Warrant Agreement, Stellantis is entitled to purchase up to 15.0 million shares of the Company’s Class A common stock, at an exercise price of $0.01 per share (the “Stellantis Warrant”). The Stellantis Warrant will vest and become exercisable in three equal tranches upon 12, 24 and 36 months of the grant date, provided that (i) Stellantis has performed certain undertakings set forth in the Stellantis Collaboration Agreement and/or (ii) the VWAP (as defined in the Stellantis Warrant Agreement) for the Class A common stock exceeding certain specified amounts. Pursuant to the terms and conditions of the Stellantis Collaboration Agreement, Stellantis is deemed to have performed the undertakings if the Stellantis Collaboration Agreement has not been terminated by the Company as of the specified vesting date for each tranche.

As the Company is currently in pre-revenue stage and is not generating any revenue from the Stellantis Collaboration Agreement, all costs incurred with third parties are recorded based on the nature of the costs incurred. The Company accounts for the warrant in accordance with the provisions of ASC 718. The grant date fair value of each warrant was determined to be $1.93, which was the closing price of the Company’s Class A common stock on January 3, 2023. For each tranche of the warrant, the Company will recognize compensation costs as the related services are received from Stellantis on a straight-line basis over the associated service period. During the three months ended March 31, 2024 and 2023, the Company recorded $2.1 million and $4.2 million of research and development expense in the consolidated condensed statements of operations in connection with the Stellantis Collaboration Agreement.

On June 23, 2023, the Company issued 6,337,039 shares of Class A common stock to Stellantis at a price of $3.95 per share in connection with the first milestone under the Stellantis Forward Purchase Agreement and received approximately $25.0 million in gross proceeds. The Company recognized the issued shares at a fair value of $3.38 per share, which was the closing price of the Company’s Class A common stock on June 23, 2023, and recognized a gain of $3.6 million within other income (expense), net in the consolidated statements of operations during the year ended December 31, 2023, to account for the difference between the amount of cash proceeds and the fair value of the issued shares.

On August 10, 2023, Stellantis waived certain conditions provided for in the Stellantis Forward Purchase Agreement relating to the Company’s actual achievement pursuant to Milestone 2 (as defined in the Stellantis Forward Purchase Agreement). In connection with this waiver, the Company submitted an election notice to draw down upon the $70.0 million applicable to Milestone 2, which equals 12,313,234 shares of the Company’s Class A common stock. This drawdown was completed on October 16, 2023.

Note 10 - Income Taxes

The Company recognized foreign current income tax provision of $0.2 million during the three months ended March 31, 2024. The Company did not recognize any current income tax provision during the three months ended March 31, 2023. The Company did not record any deferred income tax provision for the three months ended March 31, 2024 and 2023. For the three months ended March 31, 2024 and 2023, the provision for income taxes differed from the United States federal statutory rate primarily due to foreign taxes currently payable. The Company realized no benefit for the current year losses due to a full valuation allowance against the United States and foreign net deferred tax assets.

In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the

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Archer Aviation Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

generation of future taxable income during the period in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances, future tax projections, and the Company’s lack of taxable income in the carryback period, the Company did not believe it is more-likely-than-not that the net deferred tax assets will be realizable. Accordingly, the Company had provided a full valuation allowance against the entire domestic and the majority of the foreign net deferred tax assets as of March 31, 2024 and December 31, 2023. The Company intends to maintain the full valuation allowance on the United States net deferred tax assets until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance.

Note 11 - Liability Classified Warrants

As of March 31, 2024, there were 17,398,947 public warrants outstanding. Public warrants may only be exercised for a whole number of shares. No fractional shares are issued upon exercise of the public warrants. The public warrants became exercisable on October 30, 2021, 12 months after the closing of the initial public offering of Atlas, the predecessor of Archer. The public warrants will expire five years from the consummation of the Business Combination or earlier upon redemption or liquidation.

Once the public warrants become exercisable, the Company may redeem the public warrants for redemption:

• in whole and not in part;

• at a price of $0.01 per public warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Each public warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of Class A common stock issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. The public warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants.

As of March 31, 2024, there were 8,000,000 private placement warrants outstanding. The private placement warrants are identical to the public warrants underlying the shares sold in the initial public offering of Atlas, except that the private placement warrants and the shares of Class A common stock issuable upon the exercise of the private placement warrants became transferable, assignable, and salable on October 16, 2021, 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

Note 12 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date of the issuance of these consolidated condensed financial statements. The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated condensed financial statements.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated condensed financial statements and related accompanying notes included elsewhere in this Quarterly Report and the audited consolidated financial statements as of and for the year ended December 31, 2023 set forth in our Annual Report. The following discussion includes forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. See the section titled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those set forth in Part I, Item 1A, “Risk Factors” in our Annual Report.

Overview

We are designing and developing electric vertical takeoff and landing (“eVTOL”) aircraft for use in urban air mobility (“UAM”) networks. Our mission is to unlock the skies, freeing everyone to reimagine how they move and spend time. Our eVTOL aircraft are designed to be safe, sustainable, and quiet. Our production aircraft, Midnight, which we unveiled in November of 2022, is designed around our proprietary 12-tilt-6 aircraft configuration. This means that it has 12 propellers attached to 6 booms on a fixed wing with all 12 propellers providing vertical lift during take-off and landing, and the forward 6 propellers tilting forward to cruise position to provide propulsion during forward flight with the wing providing aerodynamic lift like a conventional airplane.

Midnight is designed to carry 4 passengers plus a pilot optimized for back-to-back short distance trips of around 20-miles, with minimal charging time between trips. We are working to certify Midnight with the Federal Aviation Administration (“FAA”) so that we can then enter into commercial service as soon as possible. In August 2023, we received the Special Airworthiness Certificate from the FAA for our first Midnight aircraft and began its flight testing program in October 2023.

Midnight is the evolution of our demonstrator eVTOL aircraft, Maker, which through its flight test program has helped validate our proprietary 12-tilt-6 aircraft configuration and certain key enabling technologies. The design of Midnight marries what we believe to be cutting-edge electric propulsion technology with state-of-the-art aircraft systems to deliver the key attributes of our eVTOL aircraft:

•Safety. High redundancy and simplified propulsion systems make for a significantly safer aircraft compared to a helicopter. Midnight has no single critical point of failure, meaning that should any single component fail, the aircraft can still safely complete its flight.

•Low noise. With its intended cruising altitude at approximately 2,000 feet, the design of Midnight is such that the noise that reaches the ground is expected to measure around 45 A-weighted decibels, approximately 100 times quieter than that of a helicopter. During forward flight, the aircraft’s tilt propellers spin on axes that are aligned with the oncoming air flow, rather than edge-wise to the flow, as is the case with traditional helicopters - further decreasing noise levels. Since Archer’s aircraft is spinning 12 small propellers rather than one large rotor, it can also spin them at significantly lower tip speeds, resulting in much lower noise levels.

•Sustainable. Midnight is all electric, resulting in zero operating emissions. Archer is committed to sourcing renewable energy wherever possible to power its aircraft. Archer’s design and engineering teams are working to integrate materials into this aircraft that have their own unique sustainability stories.

We continue to work to optimize our eVTOL aircraft design for both manufacturing and certification. The development of an eVTOL aircraft that meets our business requirements demands significant design and development efforts on all facets of the aircraft. We believe that by bringing together a mix of talent with eVTOL, traditional commercial aerospace, as well as electric propulsion backgrounds, we have built a team that enables us to move through the design, development, and certification of our eVTOL aircraft with the FAA in an efficient manner, thus allowing us to achieve our end goal of bringing to market our eVTOL aircraft as efficiently as possible.

Our Planned Lines of Business

Upon receipt of all necessary FAA certifications and any other government approvals necessary for us to manufacture and operate our aircraft, we intend to operate two complementary lines of business: Archer UAM and Archer Direct.

Archer UAM

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We plan to operate our own UAM ecosystem initially in select major cities. Our UAM ecosystem will operate using our eVTOL aircraft, which is currently in development. We project that the cost to manufacture and operate our eVTOL aircraft will be such that it will be able to enter the UAM ride-sharing market at a price point that is competitive with ground-based ride sharing services today. We will continue to evaluate our go-to-market strategy based on, among other things, estimated demand, readiness of the required infrastructure, and our ability to scale of our aircraft fleet.

Archer Direct

We also plan to selectively sell our aircraft to third parties and are continuing to develop our order pipeline. In 2021, we entered into a purchase agreement (as further amended, the “United Purchase Agreement”) with United Airlines, Inc. (“United”) for the conditional purchase of up to $1.0 billion worth of aircraft, with an option for another $500.0 million worth of aircraft. In August 2023, we entered into two new contracts with the United States Air Force, worth up to $142.0 million, which includes the purchase of aircraft, as well as the sharing of additional flight test data certification related reports, pilot training, and the development of maintenance and repair operations.

As we get closer to commercialization, we will look to determine the right mix of selling our aircraft versus using them as part of our UAM ecosystem based on, among other factors, our capital needs, our manufacturing volumes, our ability to ramp Archer UAM operations, and the purchase demand from our Archer Direct customers.

To date, we have not generated revenue from either of these planned categories, as we continue to design, develop, and seek the governmental approvals necessary for our eVTOL aircraft to enter into service. We will use our cash and cash equivalents for the foreseeable future to continue to fund our efforts to bring our eVTOL aircraft to market. The amount and timing of any future capital requirements will depend on many factors, including the pace and results of the design and development of our aircraft and manufacturing operations, as well as our progress in obtaining necessary FAA certifications and other government approvals. For example, any significant delays in obtaining such FAA certifications and other government approvals will likely require us to raise additional capital above our existing cash on hand and delay our generation of revenues.

Components of Results of Operations

Revenue

We are still working to design, develop, certify, and bring up manufacturing of our eVTOL aircraft and thus have not generated revenue from either of our planned lines of business. We do not expect to begin generating significant revenues until we are able to complete the design, development, certification, and manufacturing bring up of our eVTOL aircraft.

Operating Expenses

Research and Development

Research and development activities represent a significant part of our business. Our research and development efforts focus on the design and development of our eVTOL aircraft, including certain of the systems that are used in it. As part of those activities, we continue to work closely with the FAA towards our goal of achieving certification of our eVTOL aircraft on an efficient timeline. Research and development expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees focused on research and development activities, costs associated with developing and building prototype aircraft, associated facilities costs, and depreciation. We expect research and development expenses to increase significantly as we progress towards the certification and manufacturing of our eVTOL aircraft.

We cannot determine with certainty the timing, duration or the costs necessary to complete the design, development, certification, and manufacturing bring up of our eVTOL aircraft due to the inherently unpredictable nature of our research and development activities. Development timelines, the probability of success, and development costs may differ materially from expectations.

General and Administrative

General and administrative expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees associated with administrative services such as finance, legal, human resources, information technology, associated facilities costs, depreciation, and non-cash technology and dispute resolution agreements expense. We expect our general and administrative expenses to increase as we hire additional personnel and consultants to

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support our operations and comply with applicable regulations, including the Sarbanes-Oxley Act and other SEC rules and regulations.

Other Warrant Expense

Other warrant expense consists entirely of non-cash expense related to the vesting of warrants issued in conjunction with the execution of the United Purchase Agreement and the Warrant to Purchase Shares Agreement with United.

Other Income (Expense), Net

Other income (expense), net consists of miscellaneous income and expense items, including the change in fair value of our warrant liabilities.

Interest Income, Net

Interest income, net primarily consists of interest income from our cash and cash equivalents and short-term investments in marketable securities, net of interest on notes payable.

Results of Operations

The following table set forth our consolidated condensed statements of operations for the periods indicated:


	Three Months Ended March 31,
	2024		2023		Change $		Change %
	(In millions)
Operating expenses
Research and development (1)	$	83.5	$	65.8	$	17.7	26.9	%
General and administrative (1)	58.7		44.1		14.6		33.1	%
Other warrant expense	—		2.1		(2.1)		(100.0)	%
Total operating expenses	142.2		112.0		30.2		27.0	%
Loss from operations	(142.2)		(112.0)		(30.2)		27.0	%
Other income (expense), net	20.6		(2.7)		23.3		NM
Interest income, net	5.3		1.6		3.7		NM
Loss before income taxes	(116.3)		(113.1)		(3.2)		2.8	%
Income tax expense	(0.2)		—		(0.2)		100.0	%
Net loss	$	(116.5)	$	(113.1)	$	(3.4)	3.0	%

NM=Not Meaningful.

(1) Includes stock-based compensation expense as follows:


	Three Months Ended March 31,
	2024		2023
	(In millions)
Research and development	$	12.4	$	6.7
General and administrative	28.3		19.0
Total stock-based compensation expense	$	40.7	$	25.7

Comparison of the Three Months Ended March 31, 2024 and 2023

Research and Development

Research and development expenses increased by $17.7 million, or 26.9%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, as we invested in people and materials to advance our technology development. The increase was primarily due to an increase of $10.5 million in personnel-related expenses due to a significant increase in our workforce from the prior year period, and an increase of $5.7 million in stock-based compensation expenses. The remainder of the increase was made up of other incidental items.

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General and Administrative

General and administrative expenses increased by $14.6 million, or 33.1%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was primarily due to a $10.3 million charge for the Wisk Warrant, an increase of $6.4 million in stock-based compensation expense associated with the Founder Grant, an increase of $3.0 million in personnel-related expenses due to significant increase in our workforce from the prior year period, and an increase of $3.0 million in stock-based compensation expenses. The increase was partially offset by a decrease of $8.9 million in professional service expenses mainly due to legal fees and expenses. See Note 7 - Commitments and Contingencies and Note 9 - Stock-Based Compensation to our consolidated condensed financial statements for further details on our commitments and contingencies and stock-based compensation, respectively. The remainder of the increase was made up of other incidental items.

Other Warrant Expense

Other warrant expense decreased by $2.1 million, or 100.0%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease was primarily due to the vesting of United warrants associated with specific milestones during the three months ended March 31, 2023. The warrants associated with the specific milestones fully vested in the first quarter of 2023. See Note 9 - Stock-Based Compensation to our consolidated condensed financial statements for further details on our warrants.

Other Income (Expense), Net

Other income (expense), net increased by $23.3 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was primarily due to changes in fair value of our warrant liabilities. See Note 3 - Summary of Significant Accounting Policies to our consolidated condensed financial statements for further details.

Interest Income, Net

Interest income, net increased by $3.7 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was primarily due to interest income from our cash and cash equivalents.

Liquidity and Capital Resources

As of March 31, 2024, our principal sources of liquidity were cash and cash equivalents of $405.8 million. We have incurred net losses since our inception and to date have not generated any revenues. We expect to incur additional losses and higher operating expenses for the foreseeable future. We believe that our existing cash and cash equivalents will be sufficient for at least the next 12 months to meet our requirements and plans for cash, including meeting our working capital requirements and capital expenditure requirements.

On October 5, 2023, we entered into the Credit Agreement with Synovus Bank, as administrative agent and lender, and the additional lenders (the “Lenders”) from time to time. We may request the Lenders to provide multiple delayed term loan advances (together, the “Loan”) in an aggregate principal amount of up to $65.0 million for the construction and development of our manufacturing facility in Covington, Georgia. The Loan under the Credit Agreement shall accrue interest from and including the date the applicable advance is made but excluding the repayment date at a rate of the secured overnight financing rate (“SOFR”), plus 2.00% subject to a SOFR floor of 0.00%. We are required to make interest-only payments for 36 months on the Loan starting on November 14, 2023, followed by monthly interest and principal payments for the remaining maturity, with any outstanding principal, interest and other then outstanding indebtedness due at maturity. The Credit Agreement matures on the earlier of October 5, 2033 or the date on which the outstanding Loan has been declared or automatically becomes due and payable pursuant to the terms of the Credit Agreement. Our obligations under the Credit Agreement are jointly and severally guaranteed by our current and future wholly-owned domestic subsidiaries, and are secured by cash, general intangibles, instruments, securities, financial assets, security entitlements and other property maintained in a money market account at Synovus Bank.

In November 2023, we filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which became effective in November 2023. The Shelf Registration Statement permits the offering of an aggregate of up to $70.0 million of shares of our Class A common stock or preferred stock, debt securities, warrants to purchase our Class A common stock, preferred stock or debt securities, subscription rights to purchase our Class A common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in one or more offerings and in any combination. In connection with the Shelf Registration Statement, we entered into an Open Market Sales AgreementSM (the “Sales Agreement”), with Cantor

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Fitzgerald & Co., as the sales agent, pursuant to which we may offer and sell shares of our Class A common stock having an aggregate offering amount of up to $70.0 million (the “ATM Program”). The $70.0 million of Class A common stock that may be issued and sold pursuant to the ATM Program is included in the $70.0 million of securities that may be issued and sold pursuant to the Shelf Registration Statement. We will pay Cantor Fitzgerald & Co. a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of Class A common stock pursuant to the ATM Program. As of March 31, 2024, we had $14.6 million remaining eligible for sale under the ATM Program.

In the long term, our ability to support our working capital and capital expenditure requirements will depend on many factors, including:

•the level of research and development expenses we incur as we continue to develop our eVTOL aircraft;

•capital expenditures needed to bring up our aircraft manufacturing capabilities, including for both the build out of our manufacturing facilities and component purchases necessary to build our aircraft;

•general and administrative expenses as we scale our operations; and

•sales, marketing and distribution expenses as we build, brand and market our eVTOL aircraft and UAM network.

Until such time as we can generate significant revenue from our business operations, we expect to finance our cash needs primarily through existing cash on hand, pre-delivery payments, equity financing and debt financing.

The following includes our short-term and long-term material cash requirements from known contractual obligations as of March 31, 2024:

Notes Payable

See Note 6 - Notes Payable to our consolidated condensed financial statements for further details on our debt.

Leases

We lease office, lab, hangar, and storage facilities in the normal course of business. Under our operating leases as noted in Note 7 - Commitments and Contingencies to our consolidated condensed financial statements, we have current obligations of $6.0 million and long-term obligations of $17.6 million.

Cash Flows

The following table summarizes our cash flows for the periods indicated:


	Three Months Ended March 31,
	2024		2023
	(In millions)
Net cash provided by (used in):
Operating activities	$	(86.5)	$	(63.7)
Investing activities	$	(17.3)	$	302.6
Financing activities	$	44.8	$	(4.8)

Cash Flows Used in Operating Activities

We continue to experience negative cash flows from operations as we are still working to design, develop, certify, and bring up manufacturing of our eVTOL aircraft and thus have not generated any revenues from either of our planned lines of business. Our cash flows from operating activities are significantly affected by our cash investments to support the growth of our research and development activities related to our eVTOL aircraft, as well as the general and administrative functions necessary to support those activities and operations as a publicly traded company. Our operating cash flows are also impacted by the working capital requirements to support growth and fluctuations in personnel-related expenditures, accounts payable, accrued interest and other current liabilities, and other current assets.

Net cash used in operating activities during the three months ended March 31, 2024 was $86.5 million, resulting from a net loss of $116.5 million, adjusted for non-cash items consisting primarily of $40.7 million in stock-based compensation, a gain of

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$20.8 million due to a change in fair value of our warrant liabilities, and a $5.6 million non-cash charge for the Wisk Warrant. The net cash used in changes in our net operating assets and liabilities was $0.6 million.

Net cash used in operating activities during the three months ended March 31, 2023 was $63.7 million, resulting from a net loss of $113.1 million, adjusted for non-cash items consisting primarily of $25.7 million in stock-based compensation primarily related to the Founder Grants. The net cash provided by changes in our net operating assets and liabilities of $12.0 million was primarily related to a $8.9 million increase in accrued expenses and other current liabilities mainly due to professional service fees and expenses.

Cash Flows Provided by (Used in) Investing Activities

Net cash used in investing activities during the three months ended March 31, 2024 was $17.3 million, driven by purchases of property and equipment of $17.3 million within the period.

Net cash provided by investing activities during the three months ended March 31, 2023 was $302.6 million, consisting of purchases of short-term investments of $314.0 million, offset by purchases of property and equipment of $11.4 million within the period.

Cash Flows Provided by (Used in) Financing Activities

Net cash provided by financing activities during the three months ended March 31, 2024 was $44.8 million, driven by proceeds from shares issued under the ATM Program of $33.9 million, and proceeds from issuance of debt of $11.0 million.

Net cash used in financing activities during the three months ended March 31, 2023 was $4.8 million, consisting of the repayment of term loans to Silicon Valley Bank, a division of First-Citizens Bank, for $2.5 million and payments for taxes related to net share settlement of equity awards for $2.3 million.

Critical Accounting Policies and Estimates

Our audited consolidated financial statements and accompanying notes set forth in our Annual Report on Form 10-K filed with the SEC on February 29, 2024 have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these consolidated condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

For a discussion of our critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” included under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report. There have been no material changes in our policies from those previously discussed in our Annual Report.

Recent Accounting Pronouncements

See Note 3 - Summary of Significant Accounting Policies to our consolidated condensed financial statements for a discussion about accounting pronouncements recently adopted and recently issued and not yet adopted.

Credit Risk

Financial instruments, which subject us to concentrations of credit risk, consist primarily of cash, cash equivalents, and short-term investments. Our cash and cash equivalents are held at several long-standing financial institutions located in the United States. At times, cash account balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits ($250 thousand per depositor per institution). We have not experienced any losses due to these excess deposits and believe this risk is not significant. Our short-term investments consisted of high quality, investment grade marketable securities and were held at a major financial institution located in the United States. We have established guidelines regarding diversification of our investments and their maturities that are designed to preserve principal and achieve liquidity requirements. We review these guidelines and modify them as necessary based on updated liquidity needs and changes in our operations and financial position.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are exposed to market risk for changes in interest rates applicable to our borrowings and short-term investments. The Loan under the Credit Agreement accrues interest from and including the date the applicable advance is made but excluding the repayment date at the secured overnight financing rate (“SOFR”), plus 2.0% subject to a SOFR floor of 0.0%. Additionally, we had cash, cash equivalents, and restricted cash totaling $412.5 million as of March 31, 2024. Cash equivalents were invested in money market funds. The primary objectives of our investment activities are to preserve principal and achieve liquidity requirements. We do not enter into investments for trading or speculative purposes. A hypothetical 100 basis point change in interest rates applicable to the Loan under the Credit Agreement or with respect to our investment portfolio would not have had a material impact on the fair value of our portfolio for the periods presented.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management, including the Chief Executive Officer and Chief Financial Officer, recognizes that our disclosure controls and procedures or our internal control over financial reporting cannot prevent or detect all possible instances of errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

For a description of our material pending legal proceedings, see Note 7 - Commitments and Contingencies of the notes to the consolidated condensed financial statements included in Part I, Item 1 of this Quarterly Report, which is incorporated herein by reference. From time to time, we may bring or be subject to other legal proceedings and claims in the ordinary course of business. While management currently believes that resolving claims against us, individually or in aggregate, will not have a material adverse impact on our financial position, results of operations or statement of cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. If an unfavorable final outcome were to occur, it may have a material adverse impact on our financial position, results of operations or cash flows for the period in which the effect can be reasonably estimated.

Item 1A. Risk Factors

Investing in our securities involves risks. Risk factors describing the major risks to our business can be found under Part I, Item 1A, “Risk Factors” in our Annual Report. You should consider carefully the risks and uncertainties described therein, together with all of the other information in this Quarterly Report, including Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated condensed financial statements and related notes, before deciding whether to purchase any of our securities. Our business, results of operations, financial condition, and prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of these risks actually occur, our business, results of operations, financial condition, and prospects could be materially and adversely affected. Unless otherwise indicated, references in these risk factors to our business being harmed will include harm to our business, reputation, brand, financial condition, results of operations, and prospects. In any such event, the market price of our securities could decline, and you could lose all or part of your investment.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Use of Proceeds

On October 30, 2020, Atlas consummated its initial public offering of 50,000,000 units. The units were sold at a price of $10.00 per unit, generating total gross proceeds of $500.0 million from the initial public offering. The securities sold in the offering were registered under the Securities Act of 1933, as amended (the “Securities Act”) on a registration statement on Form S-1 (No. 333-249289). The registration statement became effective on October 27, 2020.

Simultaneously with the consummation of the initial public offering, Atlas consummated the sale of 8,000,000 private placement warrants, at a price of $1.50 per warrant, to Atlas Crest Investment LLC, generating gross proceeds to Atlas of $12.0 million. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Atlas incurred $10.5 million in offering costs for its initial public offering including $10.0 million of underwriting fees and $0.5 million of other costs. Following the initial public offering and the sale of the private placement warrants, a total of $500.0 million was deposited into the trust account for the purpose of effecting an initial business combination. As of August 5, 2021, the record date of the Business Combination, there was $500.1 million held in the trust account. After deducting payments to existing Atlas unit holders of $242.2 million in connection with their exercise of redemption rights, the remainder of the trust account totaling $257.6 million is now held on our balance sheet to fund our operations and continued growth.

The Business Combination generated $857.6 million in gross cash proceeds to Archer, inclusive of $600.0 million in proceeds from a private placement and $257.6 million transferred from the trust account. Total direct and incremental transaction costs aggregated $81.8 million, of which $10.9 million was expensed as part of the Business Combination, $55.8 million was recorded to additional paid-in-capital as equity issuance costs, and the remaining $15.1 million was settled through the issuance of shares of Archer Class A common stock.

There has been no material change in the planned use of proceeds noted above from those disclosed in the final prospectus (File No. 333-254007), dated August 11, 2021, which was declared effective by the SEC on August 11, 2021.

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Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 105b5-1 Trading Plans. During the three months ended March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

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Item 6. Exhibits


Exhibit						Description
10.1						A dvisory Agreement, dated February 13 , 2024, as amended, between the Company and Andy Missan
10.2†						T ransition Agreement , dated February 5 , 2024, between the Company and Andy Missan
31.1						Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						Inline XBRL Instance Document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________________

*The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

†Portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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SIGNATURES

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, thereunto duly authorized.


	ARCHER AVIATION INC.

May 9, 2024	By:	/s/ Mark Mesler
		Mark Mesler
		Chief Financial Officer (Principal Financial and Accounting Officer)

STATEMENT OF WORK THIS STATEMENT OF WORK is effective as of the date of last signature (the “Effective Date”) by and between the Archer legal entity identified in the table below (“Archer”) and supplier’s legal entity identified in the table below (the “Supplier”). This Statement of Work together with the Archer General Supplier Terms & Conditions found at www.archer.com/legal/vendor-terms, as well as any Additional Terms referenced below as being applicable shall constitute the entire agreement between the parties with respect to the subject matter hereof (collectively, the “Agreement”). Archer and the Supplier are each hereinafter referred to individually as a party and collectively as the parties. With respect to a party hereto, “Affiliates” shall mean any legal entity, whether existing now or in the future, that either directly or indirectly controls, is controlled by or is under common control with such party. As used in the immediately preceding sentence, “Control” shall mean the ownership, directly or indirectly, of more than fifty percent (50%) of the voting stock or analogous interest in such legal entity. ARCHER’S INFORMATION LEGAL ENTITY NAME Archer Aviation Inc. ADDRESS 190 W. Tasman Dr., San Jose CA 95134 SUPPLIER’S INFORMATION LEGAL ENTITY NAME Andy Missan ADDRESS SUPPLIER’S BUSINESS CONTACT Name: Email: DESCRIPTION OF SERVICES & DELIVERABLES The Additional Terms found at https://archer.com/legal/services-specific-terms for Services shall apply. The following is a description of the Services and Deliverables to be provided by Supplier: You will act as a Senior Advisor to Archer’s CEO. In this role you will provide strategic advice as and when requested by the Company’s CEO and General Counsel from time to time on matters affecting the Company's business, operations, projects, and initiatives. TERM OF AGREEMENT [***] Andy Missan [***] Doc ID: ab77cbe79b3bff24d239253ac77205618019499c

The initial term of that relationship will be twelve (12) months from the date of this Agreement and it shall renew for subsequent twelve (12) month terms unless either party provides the other party notice of its intent not to renew at least thirty (30) days prior to the beginning of the next renewal term. DESCRIPTION OF FEES During the term of your advisory role, you shall be paid $10,000 per month as compensation. TIMING OF INVOICES AND PAYMENT OF FEES Any undisputed invoices properly submitted to Archer shall be paid within thirty (30) days after the date on which Archer receives the applicable invoice. INFORMATION SECURITY & PRIVACY If, as a result of this Agreement, Supplier shall have access to any Archer Facility, Archer Data or Archer Systems then the Additional Supplier Security & Privacy Terms found at www.archer.com/legal/vendor-security-privacy-terms shall apply (each of those terms are defined therein). SPECIAL TERMS None. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives as of the Effective Date. ARCHER: SUPPLIER: Signature:[] Signature:] Name: Name: Title: Title: Date: Date: Adam Goldstein CEO 02 / 13 / 2024 Andy Missan Senior Advisor 02 / 05 / 2024 Doc ID: ab77cbe79b3bff24d239253ac77205618019499c /s/ Andy Missan/s/ Adam Goldstein

AMENDMENT TO AGREEMENT 1 THIS AMENDMENT TO AGREEMENT (the “AMENDMENT”) is made and entered into effective as of the date of last signature (the “Amendment Effective Date”) by and between the Archer legal entity identified in the table below (“Archer”) and the other party identified in the table below (the “Other Party”). This Amendment amends the agreement identified in the table below (“Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement. ARCHER’S INFORMATION LEGAL ENTITY NAME Archer Aviation Inc. ADDRESS OTHER PARTY’S INFORMATION LEGAL ENTITY NAME Andy Missan AGREEMENT AGREEMENT NAME Terms of Advisory Services Agreement AGREEMENT EFFECTIVE DATE February 1, 2024 1. Change to Agreement Commencement Date. Your Last Date of Employment with Archer is hereby modified from March 8, 2024 to March 28, 2024. Accordingly, the start date of your role as a Senior Advisor to the Company under the Agreement will now begin on March 28, 2024 with the initial term running through March 28, 2025. 2. Entire Agreement. The Agreement, as modified by this Amendment, contains the entire agreement of the parties hereto concerning the subject matter hereto and thereto, and supersede all prior and contemporaneous understandings and agreements, written or oral, concerning such subject matter. The Agreement, as modified by this Amendment, may only be further modified by a written instrument signed by both parties. No oral waiver shall be binding. 3. No Other Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which shall continue in full force and effect. 4. Miscellaneous. This Amendment may be signed electronically and any signatures exchanged by any electronic means shall be effective for all purposes hereunder to the same extent as original signatures. [signature page follows.] Doc ID: 67595b9e059653a3171eafffc3f8abe660f843a6

2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their authorized representatives as of the Amendment Effective Date. ARCHER: Signature: Name: Title: Date: ANDY MISSAN: Signature: Date: 03 / 08 / 2024 Eric Lentell Deputy General Counsel 03 / 08 / 2024 Doc ID: 67595b9e059653a3171eafffc3f8abe660f843a6 /s/ Eric Lentell /s/ Andy Missan

February 1, 2024 VIA E-MAIL Andy Missan Re: Terms of Transition Dear Andy: This letter confirms the agreement (“Agreement”) between you and Archer Aviation Inc. (the “Company”) concerning the terms of your transition from your role as its Chief Legal Officer to your role as a Senior Advisor to the Company. Defined terms used herein but not otherwise defined shall have the same meaning as set forth in either the offer letter agreement that you entered into with the Company dated May 5, 2021 or the Change In Control & Severance Agreement that you entered into with the Company, dated February 23, 2022, attached hereto as Exhibits A and B (the “Employment Agreements”). 1. Transition. March 8, 2024, will be your last day of employment with the Company (the “Last Date of Employment”) as its Chief Legal Officer and you will immediately begin your role as a Senior Advisor to the Company’s CEO on the Last Date of Employment. You will serve in such role as an independent contractor to the Company. For the avoidance of doubt, your transition from an employee to an advisor to the Company as described above will not be deemed to interrupt or terminate your Continuous Service to the Company (as defined in the Company’s 2021 Equity Incentive Plan) and, accordingly, your unvested shares under your RSU Agreements (as defined below) will continue to vest in accordance with the terms of paragraph 4 below during the term of your Advisory Services Agreement (as defined below) or during your provision of Continuous Service to Company in another qualifying capacity. 1. 2. Senior Advisor Role. Under the Senior Advisor role you will provide strategic advice as and when requested by the Company’s CEO and/or General Counsel from time to time on matters affecting the Company's business, operations, projects, and initiatives. The initial term of that relationship will be twelve (12) months from the date of this Agreement and it shall renew for subsequent twelve (12) month terms unless either party provides the other party notice of its intent not to renew at least thirty (30) days prior to the beginning of the next renewal term. During the term of your advisory role, you shall be paid $10,000 per month as compensation. Attached as Exhibit C is the Statement of Work that will be executed concurrently with this Agreement and will govern your provision of such services. The Statement of Work, together with the Archer General Supplier Terms & Conditions referenced in Exhibit C, shall be referred to herein as the “Advisory Services Agreement”. 2. 3. Benefits: In exchange for your agreement to the general release and waiver of claims set forth below and your other promises herein, the Company agrees to provide you with the following transition benefits to be paid, and/or effective, within ten (10) days of the Last Date of Employment: Doc ID: ab77cbe79b3bff24d239253ac77205618019499c EXHIBITS A-C TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K. THE REGISTRANT AGREES TO FURNISH SUPPLEMENTALLY A COPY OF ANY OMITTED EXHIBIT TO THE SEC UPON REQUEST.

Andy Missan Page 2 3. (a) $500,000, which is equal to twelve (12) months of your current base salary; 4. (b) $87,500, which is a prorated amount of your current cash bonus through March 31, 2024; 5. (c) $35,811, which is the amount of your COBRA premiums for twelve (12) months; and 6. (d) 340,498 of your Unvested RSUs shall accelerate and become fully vested as of the Last Date of Employment. 7. By signing below, you acknowledge that you are receiving these benefits in exchange for waiving your rights to claims referred to in this Agreement, and that the benefits fully satisfy all severance and other separation benefit obligations (including, without limitation, accelerated vesting) for which you are or could be eligible pursuant to the Employment Agreements or otherwise. Before taking out any withholding for taxes for any payments described herein, or reporting to the relevant tax authorities, the Company will notify you of the amounts it intends to withhold, and provide you with a reasonable opportunity to provide prompt input on the Company’s calculations; provided, however, that the final determination shall be within the Company’s sole discretion after good faith consideration of your input. 4. RSU Holdings; Continued Vesting. During your employment at the Company, you were issued 1,361,991 restricted stock units (“RSUs”) subject to time based vesting as set forth in the underlying RSU Award Grant Notices and RSU Award Agreements (the “RSU Agreements”). As of your Last Date of Employment, 646,494 of those RSUs will remain unvested (the “Unvested RSUs”), subject to the next sentence. Following the accelerated vesting of 340,498 RSUs on the Last Date of Employment as described above, 305,996 of those RSUs will remain unvested (the “Remaining RSUs”). Subject to your Continuous Service as a Senior Advisor to our CEO or your Continuous Service to the Company in some other qualifying capacity (e.g., board member, employee, etc.) those Remaining RSUs shall continue to vest as follows: Vesting Date Number of Shares To Vest May 15, 2024 62,500 May 15, 2024 22,624 August 15, 2024 62,500 August 15, 2024 22,625 November 15, 2024 22,624 March 1, 2025 22,625 Doc ID: ab77cbe79b3bff24d239253ac77205618019499c

Andy Missan Page 3 May 15, 2025 22,624 August 15, 2025 22,625 November 15, 2025 22,624 March 1, 2026 22,625 If the Company, or a successor in interest to or assignee of the Company, terminates the Advisory Services Agreement (or it expires) prior to March 1, 2026, and you are not otherwise providing Continuous Service to Company at the time of the termination or expiration, all unvested Remaining RSUs on the termination date shall accelerate and become fully vested as of such date. 5. Resignation from Positions. Effective as of your Last Date of Employment, you agree and acknowledge that you have resigned from all officer positions with the Company as well as any officer, manager and/or board positions with the Company’s subsidiaries, without the need of acceptance or any further action by the Company. 6. Mutual, General Release and Waiver of Claims: a. The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus and equity awards in the Company, termination benefits or other compensation to which you may be entitled by virtue of your employment with the Company or your no longer being employed by the Company. To the fullest extent permitted by law, with respect to any and all claims, liabilities, and obligations that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement, you hereby release and waive any other claims you may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, affiliates of shareholders, owners of shareholders, successors and assigns, in all cases whether current or former, (collectively “Releasees”), whether known or not known, including without limitation, claims of any kind under the Employment Agreements, any and all equity agreements between you and the Company, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, and/or claims based on disability or under the Americans with Disabilities Act. b. To the fullest extent permitted by law, with respect to any and all claims, liabilities and obligations that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date the Company signs this Agreement, the Company hereby releases and waives any Doc ID: ab77cbe79b3bff24d239253ac77205618019499c

Andy Missan Page 4 claims it may have against You and your affiliates, including, without limitation, in connection with your employment at and service as an officer and director of the Company. c. By signing below, you and the Company expressly waive any benefits of Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” d. You and the Company do not intend to release, and do not release: (i) claims that may not be released as a matter of law; (ii) claims for indemnification under your Indemnity Agreement dated September 16, 2021 and/or indemnification rights under the Company’s Bylaws or other agreements. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below. 7. Protected Rights. You understand that nothing in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local government agency or commission (“Government Agencies”). You further understand that this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit your right to receive an award for information provided to any Government Agencies. 8. Public Statements. The Company agrees that all public Company communications regarding your transition from the Company shall be mutually agreed by the parties in advance. Nothing in this section shall prohibit either party from providing truthful information in response to a subpoena or other legal process. 9. Arbitration. Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the parties agree to arbitrate, in Santa Clara County, California through JAMS, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement. Any arbitration may be initiated by a written demand to the other party. The arbitrator’s decision shall be final, binding, and conclusive. The parties further agree that this Agreement is intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes hereunder Doc ID: ab77cbe79b3bff24d239253ac77205618019499c

Andy Missan Page 5 to the fullest extent permitted by law. The parties expressly waive any entitlement to have such controversies decided by a court or a jury. 10. No Admission of Liability: This Agreement is not and shall not be construed or contended by either party as an admission or evidence of any wrongdoing or liability on the part of that party, the Releasees, their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns. This Agreement shall be afforded the maximum protection allowable under California Evidence Code Section 1152 and/or any other state or federal provisions of similar effect. 11. Complete and Voluntary Agreement: This Agreement, together with the Employment Agreement, the Confidentiality Agreement, and any agreements that you entered into with the Company concerning your equity interests in the Company (as modified in this Agreement, as applicable) or Board membership, constitute the entire agreement between you and Releasees with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter. You acknowledge that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of inducing you to execute the Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, free of any duress or coercion. 12. Severability: The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable. Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims. 13. Modification; Counterparts; Facsimile/PDF Signatures: It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this Agreement. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Execution of a facsimile or PDF copy shall have the same force and effect as execution of an original, and a copy of a signature will be equally admissible in any legal proceeding as if an original. 14. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California. 15. Review of Agreement; Expiration of Offer: You understand that you may take up to twenty-one (21) days to consider this Agreement (the “Consideration Period”). The offer set forth in this Agreement, if not accepted by you before the end of the Consideration Period, will automatically expire. By signing below, you affirm that you were advised to consult with an attorney prior to signing this Agreement. You also understand you may revoke this Agreement Doc ID: ab77cbe79b3bff24d239253ac77205618019499c

Andy Missan Page 6 within seven (7) days of signing this document and that the separation compensation to be provided to you pursuant to Section 3 will be provided only after the expiration of that seven (7) day revocation period. 16. Effective Date: This Agreement is effective on the date of last signature by the parties (the “Effective Date”). If you agree to abide by the terms outlined in this letter, please sign this letter below and return it to me. I wish you the best in your future endeavors. [Remainder of Page Intentionally Left Blank; Signature Page Follows] Doc ID: ab77cbe79b3bff24d239253ac77205618019499c

Andy Missan Page 7 Sincerely, ARCHER AVIATION INC. By: /s/ Adam Goldstein READ, UNDERSTOOD AND AGREED Date: __________________ /s/ Andy Missan__ Andy Missan Adam Goldstein CEO 02 / 05 / 2024 Doc ID: ab77cbe79b3bff24d239253ac77205618019499c

EXHIBIT A OFFER LETTER [See following pages] Doc ID: ab77cbe79b3bff24d239253ac77205618019499c

EXHIBIT B CHANGE IN CONTROL & SEVERANCE AGREEMENT [See following pages] Doc ID: ab77cbe79b3bff24d239253ac77205618019499c

EXHIBIT C ADVISORY SERVICES AGREEMENT STATEMENT OF WORK [See following pages] Doc ID: ab77cbe79b3bff24d239253ac77205618019499c

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Adam Goldstein, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2024, of Archer Aviation Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2024



/s/ Adam Goldstein
Adam Goldstein
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Mesler, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2024, of Archer Aviation Inc. (the “registrant”);

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2024



/s/ Mark Mesler
Mark Mesler
Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Archer Aviation Inc. (the “Company”) for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adam Goldstein, Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2024



/s/ Adam Goldstein
Adam Goldstein
Chief Executive Officer
(Principal Executive Officer)

This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Archer Aviation Inc. (the “Company”) for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Mesler, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2024



/s/ Mark Mesler
Mark Mesler
Chief Financial Officer
(Principal Financial Officer)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 03, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39668
Entity Registrant Name	Archer Aviation Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2730902
Entity Address, Address Line One	190 West Tasman Drive
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	650
Local Phone Number	272-3233
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001824502
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Class A
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ACHR
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		285,344,759
Warrants
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	ACHR WS
Security Exchange Name	NYSE
Class B
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		38,213,136

Consolidated Condensed Balance Sheets - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 405.8	$ 464.6
Restricted cash	6.7	6.9
Prepaid expenses	7.7	7.9
Other current assets	1.8	0.8
Total current assets	422.0	480.2
Property and equipment, net	72.1	57.6
Intangible assets, net	0.4	0.4
Right-of-use assets	8.7	8.9
Other long-term assets	7.7	7.2
Total assets	510.9	554.3
Current liabilities
Accounts payable	14.1	14.3
Current portion of lease liabilities	3.3	2.8
Accrued expenses and other current liabilities	52.8	96.9
Total current liabilities	70.2	114.0
Notes payable	18.1	7.2
Lease liabilities, net of current portion	12.4	13.2
Warrant liabilities	19.1	39.9
Other long-term liabilities	11.9	12.9
Total liabilities	131.7	187.2
Commitments and contingencies (Note 7)
Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2024 and December 31, 2023	0.0	0.0
Additional paid-in capital	1,644.5	1,515.9
Accumulated deficit	(1,265.3)	(1,148.8)
Accumulated other comprehensive loss	0.0	0.0
Total stockholders’ equity	379.2	367.1
Total liabilities and stockholders’ equity	510.9	554.3
Class A
Stockholders’ equity
Common stock	0.0	0.0
Class B
Stockholders’ equity
Common stock	$ 0.0	$ 0.0

Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Class A
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	700,000,000	700,000,000
Common stock, issued (in shares)	281,950,734	265,617,341
Common stock, outstanding (in shares)	281,950,734	265,617,341
Class B
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	300,000,000	300,000,000
Common stock, issued (in shares)	38,032,375	38,165,615
Common stock, outstanding (in shares)	38,032,375	38,165,615

Consolidated Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses
Research and development	$ 83,500,000	$ 65,800,000
General and administrative	58,700,000	44,100,000
Other warrant expense	0	2,100,000
Total operating expenses	142,200,000	112,000,000.0
Loss from operations	(142,200,000)	(112,000,000.0)
Other income (expense), net	20,600,000	(2,700,000)
Interest income, net	5,300,000	1,600,000
Loss before income taxes	(116,300,000)	(113,100,000)
Income tax expense	(200,000)	0
Net loss	$ (116,500,000)	$ (113,100,000)
Net loss per share, basic (in dollars per share)	$ (0.36)	$ (0.46)
Net loss per share, diluted (in dollars per share)	$ (0.36)	$ (0.46)
Weighted-average shares outstanding, basic (in shares)	320,256,596	247,274,541
Weighted-average shares outstanding, diluted (in shares)	320,256,596	247,274,541

Consolidated Condensed Statements of Comprehensive Loss - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (116.5)	$ (113.1)
Other comprehensive income:
Unrealized gain on available-for-sale securities, net of tax	0.0	0.7
Comprehensive loss	$ (116.5)	$ (112.4)

Consolidated Condensed Statements of Stockholders’ Equity - USD ($) $ in Millions	Total	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Class A Common Stock	Class B Common Stock
Beginning balance (in shares) at Dec. 31, 2022					177,900,738	63,738,197
Beginning balance at Dec. 31, 2022	$ 493.3	$ 1,185.0	$ (690.9)	$ (0.8)	$ 0.0	$ 0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Class B common stock to Class A common stock (in shares)					2,250,000	(2,250,000)
Issuance of restricted stock units and restricted stock expense (in shares)					2,191,898
Issuance of restricted stock units and restricted stock expense	18.8	18.8
Exercise of stock options (in shares)					316,116	233,190
Exercise of stock options	0.1	0.1
Issuance of warrants and warrant expense	6.3	6.3
Common stock withheld related to net share settlement of equity awards (in shares)					(786,342)
Common stock withheld related to net share settlement of equity awards	(2.3)	(2.3)
Stock-based compensation	6.3	6.3
Net loss	(113.1)		(113.1)
Other comprehensive income	0.7			0.7
Ending balance (in shares) at Mar. 31, 2023					181,872,410	61,721,387
Ending balance at Mar. 31, 2023	410.1	1,214.2	(804.0)	(0.1)	$ 0.0	$ 0.0
Beginning balance (in shares) at Dec. 31, 2023					265,617,341	38,165,615
Beginning balance at Dec. 31, 2023	367.1	1,515.9	(1,148.8)	0.0	$ 0.0	$ 0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Class B common stock to Class A common stock (in shares)					200,000	(200,000)
Issuance of restricted stock units and restricted stock expense (in shares)					4,873,123
Issuance of restricted stock units and restricted stock expense	$ 34.0	34.0
Exercise of stock options (in shares)	253,290				186,529	66,760
Exercise of stock options	$ 0.0
Issuance of warrants and warrant expense	48.9	48.9
Exercise of warrants (in shares)					4,503,845
Exercise of warrants	0.0
Common stock issued under at-the-market program (in shares)					6,569,896
Common stock issued under at-the-market program	33.9	33.9
Stock-based compensation	11.8	11.8
Net loss	(116.5)		(116.5)
Other comprehensive income	0.0
Ending balance (in shares) at Mar. 31, 2024					281,950,734	38,032,375
Ending balance at Mar. 31, 2024	$ 379.2	$ 1,644.5	$ (1,265.3)	$ 0.0	$ 0.0	$ 0.0

Consolidated Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net loss	$ (116,500,000)	$ (113,100,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization and other	2,300,000	1,000,000.0
Debt discount and issuance cost amortization	0	200,000
Stock-based compensation	40,700,000	25,700,000
Change in fair value of warrant liabilities and other warrant costs	(20,800,000)	5,000,000.0
Non-cash lease expense	700,000	1,400,000
Research and development warrant expense	2,100,000	4,200,000
Other warrant expense	0	2,100,000
Technology and dispute resolution agreements expense	5,600,000	0
Interest income on short-term investments	0	(200,000)
Accretion and amortization income of short-term investments	0	(2,000,000.0)
Changes in operating assets and liabilities:
Prepaid expenses	200,000	3,000,000.0
Other current assets	(1,100,000)	(300,000)
Other long-term assets	(600,000)	(600,000)
Accounts payable	0	2,500,000
Accrued expenses and other current liabilities	1,700,000	8,900,000
Operating lease right-of-use assets and lease liabilities, net	(800,000)	(1,200,000)
Other long-term liabilities	0	(300,000)
Net cash used in operating activities	(86,500,000)	(63,700,000)
Cash flows from investing activities
Proceeds from maturities of short-term investments	0	314,000,000.0
Purchase of property and equipment	(17,300,000)	(11,400,000)
Net cash provided by (used in) investing activities	(17,300,000)	302,600,000
Cash flows from financing activities
Proceeds from issuance of debt	11,000,000.0	0
Repayment of long-term debt	0	(2,500,000)
Payment of debt issuance costs	(100,000)	0
Payments for taxes related to net share settlement of equity awards	0	(2,300,000)
Proceeds from shares issued under at-the-market program	33,900,000	0
Net cash provided by (used in) financing activities	44,800,000	(4,800,000)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(59,000,000.0)	234,100,000
Cash, cash equivalents, and restricted cash, beginning of period	471,500,000	72,300,000
Cash, cash equivalents, and restricted cash, end of period	412,500,000	306,400,000
Supplemental Cash Flow Information:
Cash paid for interest	200,000	300,000
Non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued expenses	$ 10,000,000.0	$ 5,800,000

Organization and Nature of Business	3 Months Ended
Organization and Nature of Business	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	Organization and Nature of Business Organization and Nature of Business Archer Aviation Inc. (the “Company”), a Delaware corporation, with its headquarters located in San Jose, California, is an aerospace company. The Company is designing and developing electric vertical takeoff and landing (“eVTOL”) aircraft for use in urban air mobility (“UAM”) networks. The Company’s mission is to unlock the skies, freeing everyone to reimagine how they move and spend time. The Company’s Planned Lines of Business Upon receipt of all necessary Federal Aviation Administration (“FAA”) certifications and any other government approvals necessary for the Company to manufacture and operate its aircraft, the Company intends to operate two complementary lines of business. The Company’s core focus is direct-to-consumer offerings (“Archer UAM”) with its secondary focus being business-to-business offerings (“Archer Direct”). Archer UAM The Company plans to operate its own UAM ecosystem initially in select major cities. The Company’s UAM ecosystem will operate using its eVTOL aircraft which is currently in development. Archer Direct The Company also plans to selectively sell a certain amount of its eVTOL aircraft along with ancillary products and services to third parties.

Liquidity and Going Concern	3 Months Ended
Liquidity and Going Concern	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	Liquidity and Going Concern Since the Company’s formation, the Company has devoted substantial effort and capital resources to the design and development of its planned eVTOL aircraft and UAM network. Funding of these activities has primarily been through the net proceeds received from the issuance of related and third-party debt (Note 6 - Notes Payable), and the sale of preferred and common stock to related and third parties (Note 8 - Preferred and Common Stock). Through March 31, 2024, the Company has incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $1,265.3 million. As of March 31, 2024, the Company had cash and cash equivalents of $405.8 million, which management believes will be sufficient to fund the Company’s current operating plan for at least the next 12 months from the date these consolidated condensed financial statements were issued. There can be no assurance that the Company will be successful in achieving its business plans, that the Company’s current capital will be sufficient to support its ongoing business plans, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If the Company’s business plans require it to raise additional capital, but the Company is unable to do so, it may be required to alter, or scale back its aircraft design, development and certification programs, as well as its manufacturing capabilities, or be unable to fund capital expenditures. Any such events would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve the Company’s intended business plans.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

Cash, Cash Equivalents, and Restricted Cash

Restricted cash consists primarily of cash held as security for the Company’s standby letters of credit. Refer to Note 7 - Commitments and Contingencies for further details.


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	405.8	$	464.6
Restricted cash	6.7		6.9
Total cash, cash equivalents, and restricted cash	$	412.5	$	471.5

Short-Term Investments

Fair Value Measurements

Level 1Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

The carrying amounts of the Company’s cash, accounts payable, accrued compensation, and accrued liabilities approximate their fair values due to the short-term nature of these instruments.


	As of March 31, 2024
Description	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	297.5	$	—	$	—	$	297.5

Liabilities:
Warrant liability – public warrants	$	12.5	$	—	$	—	$	12.5
Warrant liability – private placement warrants	$	—	$	—	$	6.6	$	6.6


	As of December 31, 2023
Description	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	339.6	$	—	$	—	$	339.6

Liabilities:
Warrant liability – public warrants	$	25.4	$	—	$	—	$	25.4
Warrant liability – private placement warrants	$	—	$	—	$	14.5	$	14.5
Accrued technology and dispute resolutions agreements liability	$	—	$	—	$	44.0	$	44.0

Cash Equivalents

The following table presents a summary of the Company’s cash equivalents as of March 31, 2024 and December 31, 2023 (in millions):


	As of March 31, 2024
Description	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents:
Money market funds	$	297.5	$	—	$	—	$	297.5
Total	$	297.5	$	—	$	—	$	297.5


	As of December 31, 2023
Description	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents:
Money market funds	$	339.6	$	—	$	—	$	339.6
Total	$	339.6	$	—	$	—	$	339.6

Public Warrants

Private Placement Warrants

The key inputs into the Monte Carlo simulation model for the private placement warrants are as follows:


Input	March 31, 2024			December 31, 2023
Stock price	$	4.62		$	6.14
Strike price	$	11.50		$	11.50
Dividend yield	0.0		%	0.0		%
Term (in years)	2.5			2.7
Volatility	65.5		%	70.2		%
Risk-free rate	4.5		%	4.0		%

Accrued Technology and Dispute Resolution Agreements Liability

The key inputs into the Monte Carlo simulation model for the accrued technology and dispute resolution agreements liability are as follows:


Input	December 31, 2023
Stock price	$	6.14
Strike price	$	0.01
Dividend yield	0.0		%
Term (in years)	0.1
Volatility	60.0		%
Risk-free rate	5.4		%


Balance as of December 31, 2023	$	58.5
Change in fair value	2.4
Less: settlement of accrued technology and dispute resolution agreements liability	(54.3)
Balance as of March 31, 2024	$	6.6

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

Intangible Assets, Net

Cloud Computing Arrangements

Contract Liabilities

Net Loss Per Share

Because the Company reported net losses for all periods presented, diluted loss per share is the same as basic loss per share.

The following table presents the number of antidilutive shares excluded from the calculation of diluted net loss per share:


	Three Months Ended March 31,
	2024	2023
Options to purchase common stock	2,915,738	4,722,137
Unvested restricted stock units	35,015,943	44,265,187
Warrants	47,011,560	43,347,301
Shares issuable under the Employee Stock Purchase Plan (Note 9)	1,091,452	641,727
Total	86,034,693	92,976,352

Comprehensive Loss

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Property and Equipment, Net

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net, consisted of the following (in millions):


	March 31, 2024		December 31, 2023
Furniture, fixtures, and equipment	$	9.0	$	7.9
Vehicles	0.1		0.1
Computer hardware	5.4		5.3
Computer software	1.5		1.5
Website design	0.8		0.8
Leasehold improvements	32.5		33.0
Construction in progress	33.5		18.4
Total property and equipment	82.8		67.0
Less: Accumulated depreciation	(10.7)		(9.4)
Total property and equipment, net	$	72.1	$	57.6

Construction in progress includes costs incurred for the Company’s manufacturing facilities to be constructed in Covington, Georgia and other assets that have not yet been placed in service.

The following table presents depreciation expense included in each respective expense category in the consolidated condensed statements of operations (in millions):


	Three Months Ended March 31,
	2024		2023
Research and development	$	2.0	$	0.7
General and administrative	0.1		0.2
Total depreciation expense	$	2.1	$	0.9

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2024

Other Liabilities Disclosure [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in millions):


	March 31, 2024		December 31, 2023
Accrued professional fees	$	9.8	$	9.5
Accrued employee costs	12.7		16.7
Accrued parts and materials	15.9		12.1
Taxes payable	1.3		1.4
Accrued capital expenditures	8.6		9.2
Accrued cloud computing implementation costs	0.4		0.3
Accrued technology and dispute resolution agreements liability (Note 7)	—		44.0
Other current liabilities	4.1		3.7
Total	$	52.8	$	96.9

Notes Payable

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Notes Payable

The Company’s notes payable consisted of the following (in millions):


	March 31, 2024		December 31, 2023
Synovus Bank Loan	$	18.5	$	7.5
Loan unamortized discount and loan issuance costs	(0.4)		(0.3)
Total debt, net of discount and loan issuance costs	18.1		7.2
Less current portion, net of discount and loan issuance costs	—		—
Total long-term notes payable, net of discount and loan issuance costs	$	18.1	$	7.2

Synovus Bank Loan

consolidated condensed statements of operations. The carrying value of the Loan, net of unamortized issuance costs of $0.4 million, was $18.1 million as of March 31, 2024.

The future scheduled principal maturities of the Loan as of March 31, 2024 are as follows (in millions):


Remaining 2024	$	—
2025	—
2026	$	0.1
2027	$	0.7
2028	$	0.7
Thereafter	$	17.0
	$	18.5

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Leases

The Company’s lease costs were as follows (in millions):


	Three Months Ended March 31,
	2024		2023
Operating lease cost	$	1.2	$	1.8
Short-term lease cost	0.1		—
Total lease cost	$	1.3	$	1.8

The Company’s weighted-average remaining lease term and discount rate as of March 31, 2024 and 2023 were as follows:


	2024		2023
Weighted-average remaining lease term (in months)	53		48
Weighted-average discount rate	14.6	%	13.9	%

The minimum aggregate future obligations under the Company’s non-cancelable operating leases as of March 31, 2024 were as follows (in millions):


Remaining 2024	$	4.6
2025	5.7
2026	4.7
2027	2.1
2028	2.2
Thereafter	4.4
Total future lease payments	23.7
Less: leasehold improvement allowance	(1.1)
Total net future lease payments	22.6
Less: imputed interest	(6.9)
Present value of future lease payments	$	15.7

Supplemental cash flow information and non-cash activities related to right-of-use assets and lease liabilities were as follows (in millions):


	Three Months Ended March 31,
	2024		2023
Operating cash outflows from operating leases	$	1.1	$	1.6
Operating lease liabilities from obtaining right-of-use assets	$	0.3	$	0.1

Finance Lease

Letters of Credit

As of March 31, 2024, the Company had standby letters of credit in the aggregate outstanding amount of $5.7 million, secured with restricted cash.

Litigation

Wisk Litigation and Settlement

Preferred and Common Stock	3 Months Ended
Preferred and Common Stock	Mar. 31, 2024
Equity [Abstract]
Preferred and Common Stock	Preferred and Common Stock Preferred Stock As of March 31, 2024, no shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock. Class A and Class B Common Stock Except for voting rights and conversion rights, or as otherwise required by applicable law, the shares of the Company’s Class A common stock and Class B common stock have the same powers, preferences, and rights and rank equally, share ratable and are identical in all respects as to all matters. The rights, privileges, and preferences are as follows: Voting Holders of the Company’s Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of Class B common stock are entitled to ten votes per share on all matters to be voted upon by the stockholders. The holders of Class A common stock and Class B common stock will generally vote together as a single class on all matters submitted to a vote of the stockholders, unless otherwise required by Delaware law or the Company’s amended and restated certificate of incorporation. Dividends Holders of Class A common stock and Class B common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors in its discretion out of funds legally available therefor. No dividends on common stock have been declared by the Company’s Board of Directors through March 31, 2024, and the Company does not expect to pay dividends in the foreseeable future. Preemptive Rights Stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to Class A common stock and Class B common stock. Conversion Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon transfer to a non-authorized holder. In addition, Class B common stock is subject to “sunset” provisions, under which all shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock upon the earliest to occur of (i) the ten-year anniversary of the closing of the Business Combination, (ii) the date specified by the holders of two-thirds of the then outstanding Class B common stock, voting as a separate class, and (iii) when the number of Class B common stock represents less than 10% of the aggregate number of Class A common stock and Class B common stock then outstanding. In addition, each share of Class B common stock will automatically convert into an equal number of Class A common stock upon the earliest to occur of (a) in the case of a founder of the Company, the date that is nine months following the death or incapacity of such founder, and, in the case of any other holder, the date of the death or incapacity of such holder, (b) in the case of a founder of the Company, the date that is 12 months following the date that such founder ceases to provide services to the Company and its subsidiaries as an executive officer, employee or director of the Company, and, in the case of any other holder, immediately at the occurrence of any such event, and (c) in the case of a founder of the Company or any other holder, at least 80% (subject to customary capitalization adjustments) of the Class B common stock held by such founder or holder (on a fully as converted/as exercised basis) as of immediately following the closing of the Business Combination having been transferred (subject to exceptions for certain permitted transfers). During the three months ended March 31, 2024 and 2023, 200,000 and 2,250,000 shares of Class B common stock were converted into Class A common stock, respectively. Liquidation In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of any preferred stock have been satisfied. At-The-Market Program In November 2023, the Company entered into an Open Market Sales AgreementSM (the “Sales Agreement”) with Cantor Fitzgerald & Co., as the sales agent, pursuant to which the Company may offer and sell shares of the Company’s Class A common stock having an aggregate offering amount of up to $70.0 million (the “ATM Program”). The Company will pay Cantor Fitzgerald & Co. a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of Class A common stock pursuant to the ATM Program. During the three months ended March 31, 2024, the Company sold 6,569,896 shares of Class A common stock for net proceeds of $33.9 million. As of March 31, 2024, the Company had $14.6 million remaining eligible for sale under the ATM Program.

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Amended and Restated 2021 Plan

restricted stock awards, restricted stock units, performance awards, and other awards to employees, directors, and non-employees.

Employee Stock Purchase Plan


	December 1, 2023
Stock price	$	6.30
Risk-free interest rate	5.3		%
Term (in years)	0.5
Volatility	97.5		%
Dividend yield	0.0		%
Grant date fair value per share	$	2.62

During the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of $0.7 million and $0.3 million for the ESPP, respectively.

Annual Equity Awards

2024 and 2023, the Company recognized stock-based compensation expense of $3.8 million and $2.9 million, respectively, related to these annual equity awards.

Stock Options

A summary of the Company’s stock option activity is as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2024	3,174,114	$	0.12	6.7	$	19.1
Exercised	(253,290)	0.08			1.2
Expired/forfeited	(5,086)	0.15
Outstanding as of March 31, 2024	2,915,738	0.12		6.4	13.1

Exercisable as of March 31, 2024	1,401,617	$	0.13	6.5	$	6.3
Vested and expected to vest as of March 31, 2024	2,915,738	0.12		6.4	13.1

The Company recognized stock-based compensation expense of $0.8 million and $0.7 million for stock options for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, the total remaining stock-based compensation expense for unvested stock options was $4.2 million, which is expected to be recognized over a weighted-average period of 0.7 years.

Restricted Stock Units

A summary of the Company’s RSU activity is as follows:


	Number of Shares	Weighted Average Grant Fair Value
Outstanding as of January 1, 2024	31,522,483	$	4.99
Granted	6,579,055	4.85
Vested	(4,845,299)	4.23
Forfeited	(115,296)	4.42
Outstanding as of March 31, 2024	33,140,943	5.08

employment during the annual service periods. In all other cases, the award will not vest and all rights to the PSUs will terminate.

The following assumptions were used to estimate the fair value, using the Monte Carlo simulation, of the PSUs:


	March 26, 2024
Stock price	$	4.79
Term (in years)	3.0
Volatility	87.1		%
Risk-free interest rate	4.3		%
Dividend yield	0.0		%

Restricted Stock

In August 2023, the Company issued 1,985,559 shares of Class A common stock to an outside vendor to satisfy $11.0 million of the Company’s outstanding payable to that vendor.

The following table presents stock-based compensation expense included in each respective expense category in the consolidated condensed statements of operations (in millions):


	Three Months Ended March 31,
	2024		2023
Research and development	$	12.4	$	6.7
General and administrative	28.3		19.0
Total stock-based compensation expense	$	40.7	$	25.7

Warrants

A summary of the Company’s warrant activity is as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2024	20,788,247	$	0.01	4.5	$	127.4
Outstanding as of March 31, 2024	20,788,247	0.01		4.2	$	95.8

Vested and exercisable as of March 31, 2024	7,839,893	$	0.01	3.1	$	36.1

United Airlines

Stellantis N.V.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recognized foreign current income tax provision of $0.2 million during the three months ended March 31, 2024. The Company did not recognize any current income tax provision during the three months ended March 31, 2023. The Company did not record any deferred income tax provision for the three months ended March 31, 2024 and 2023. For the three months ended March 31, 2024 and 2023, the provision for income taxes differed from the United States federal statutory rate primarily due to foreign taxes currently payable. The Company realized no benefit for the current year losses due to a full valuation allowance against the United States and foreign net deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances, future tax projections, and the Company’s lack of taxable income in the carryback period, the Company did not believe it is more-likely-than-not that the net deferred tax assets will be realizable. Accordingly, the Company had provided a full valuation allowance against the entire domestic and the majority of the foreign net deferred tax assets as of March 31, 2024 and December 31, 2023. The Company intends to maintain the full valuation allowance on the United States net deferred tax assets until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance.

Liability Classified Warrants	3 Months Ended
Liability Classified Warrants	Mar. 31, 2024
Warrants and Rights Note Disclosure [Abstract]
Liability Classified Warrants	Liability Classified Warrants As of March 31, 2024, there were 17,398,947 public warrants outstanding. Public warrants may only be exercised for a whole number of shares. No fractional shares are issued upon exercise of the public warrants. The public warrants became exercisable on October 30, 2021, 12 months after the closing of the initial public offering of Atlas, the predecessor of Archer. The public warrants will expire five years from the consummation of the Business Combination or earlier upon redemption or liquidation. Once the public warrants become exercisable, the Company may redeem the public warrants for redemption: • in whole and not in part; • at a price of $0.01 per public warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Each public warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of Class A common stock issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. The public warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. As of March 31, 2024, there were 8,000,000 private placement warrants outstanding. The private placement warrants are identical to the public warrants underlying the shares sold in the initial public offering of Atlas, except that the private placement warrants and the shares of Class A common stock issuable upon the exercise of the private placement warrants became transferable, assignable, and salable on October 16, 2021, 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date of the issuance of these consolidated condensed financial statements. The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated condensed financial statements.

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (116.5)	$ (113.1)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of financial position, results of operations, and cash flows for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The unaudited consolidated condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2023 set forth in the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024. The December 31, 2023 consolidated condensed balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.
Cash, Cash Equivalents, and Restricted Cash	Cash consists of cash on deposit with financial institutions. Cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase.
Cash and Cash Equivalents	Restricted cash consists primarily of cash held as security for the Company’s standby letters of credit.
Short-Term Investments	Short-Term Investments The Company had short-term investments in marketable securities with original maturities of less than one year, including United States Treasury securities, corporate debt securities and commercial paper. The Company classifies its marketable securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. These marketable securities are carried at fair value, and unrealized gains and losses are recorded in other comprehensive loss in the consolidated condensed statements of comprehensive loss, which is reflected as a component of stockholders’ equity. These marketable securities are assessed as to whether those with unrealized loss positions are other than temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely the securities will be sold before the recovery of their cost basis. If the impairment is deemed other than temporary, the security is written down to its fair value and a loss is recognized in other income (expense), net. Realized gains and losses from the sale of marketable securities and from declines in value deemed to be other than temporary are determined based on the specific identification method and recognized in other income (expense), net in the consolidated condensed statements of operations. As of March 31, 2024 and December 31, 2023, the Company had no short-term investments.
Fair Value Measurements	Fair Value Measurements The Company applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, which defines a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying amounts of the Company’s cash, accounts payable, accrued compensation, and accrued liabilities approximate their fair values due to the short-term nature of these instruments. Cash Equivalents The Company’s cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase. The Company classifies its money market funds as Level 1, because they are valued based on quoted market prices in active markets. Public Warrants The measurement of the public warrants as of March 31, 2024 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker “ACHR WS”. Private Placement Warrants The Company utilizes a Monte Carlo simulation model for the private placement warrants at each reporting period, with changes in fair value recognized in the consolidated condensed statements of operations. The estimated fair value of the private placement warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield. Financial Instruments Not Recorded at Fair Value on a Recurring Basis Certain financial instruments, including debt, are not measured at fair value on a recurring basis in the consolidated condensed balance sheets. The fair value of debt as of March 31, 2024 approximates its carrying value (Level 2). Refer to Note 6 - Notes Payable for additional information. Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis Certain assets and liabilities are subject to measurement at fair value on a non-recurring basis if there are indicators of impairment or if they are deemed to be impaired as a result of an impairment review.
Intangible Assets, Net	Intangible Assets, Net Intangible assets consist solely of domain names and are recorded at cost, net of accumulated amortization, and if applicable, impairment charges. Amortization of domain names is provided over a 15-year estimated useful life on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has analyzed a variety of factors to determine if any circumstance could trigger an impairment loss, and, at this time and based on the information presently known, no event has occurred and indicated that it is more likely than not that an impairment loss has been incurred. Therefore, the Company did not record any impairment charges for its intangible assets for the three months ended March 31, 2024 and 2023.
Cloud Computing Arrangements	Cloud Computing Arrangements The Company capitalizes certain implementation costs incurred in the application development stage of projects related to its cloud computing arrangements that are service contracts. Capitalized implementation costs are recognized in other long-term assets in the consolidated condensed balance sheets and amortized on a straight-line basis over the fixed, noncancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. Costs related to preliminary project activities and post-implementation activities are expensed as incurred.
Contract Liabilities	Contract Liabilities The Company records contract liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. As of March 31, 2024 and December 31, 2023, the Company’s contract liability balances were $10.8 million and $10.8 million, respectively, and recorded in other long-term liabilities in the Company’s consolidated condensed balance sheets. As of March 31, 2024 and December 31, 2023, the Company’s contract liabilities consisted of a $10.0 million pre-delivery payment received from United Airlines, Inc. (“United”) under the terms of the Amended United Purchase Agreement (defined below) (see Note 9 - Stock-Based Compensation), and a $0.8 million installment payment received under a contract order with the United States Air Force for the design, development, and ground test of the Company’s production aircraft, Midnight. No revenues were recognized during the three months ended March 31, 2024 and 2023.
Net Loss Per Share	Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. For all periods presented, the calculation of basic net loss per share excludes shares issued upon the early exercise of stock options where the vesting conditions have not been satisfied. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The Company also excludes unvested shares subject to repurchase in the number of shares outstanding in the consolidated condensed balance sheets and statements of stockholders’ equity. Because the Company reported net losses for all periods presented, diluted loss per share is the same as basic loss per share. Contingently issuable shares, including equity awards with performance conditions, are considered outstanding common shares and included in the computation of basic net loss per share as of the date that all necessary conditions to earn the awards have been satisfied. Prior to the end of the contingency period, the number of contingently issuable shares included in diluted net loss per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period. Because the Company reported net losses for all periods presented, all potentially dilutive common stock equivalents are antidilutive and have been excluded from the calculation of net loss per share. The diluted net loss per common share was the same for Class A and Class B common shares because they are entitled to the same liquidation and dividend rights.
Comprehensive Loss	Comprehensive Loss Comprehensive loss includes all changes in equity during the period from non-owner sources. The Company’s comprehensive loss consists of its net loss and its unrealized gains or losses on available-for-sale securities.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements through enhanced disclosures about significant segment expenses, interim segment profit or loss and assets, and how the Chief Operating Decision Maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its disclosures within its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The update is effective for annual periods beginning after December 15, 2024 on a prospective basis, and retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures within its consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	405.8	$	464.6
Restricted cash	6.7		6.9
Total cash, cash equivalents, and restricted cash	$	412.5	$	471.5

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis


	As of March 31, 2024
Description	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	297.5	$	—	$	—	$	297.5

Liabilities:
Warrant liability – public warrants	$	12.5	$	—	$	—	$	12.5
Warrant liability – private placement warrants	$	—	$	—	$	6.6	$	6.6


	As of December 31, 2023
Description	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	339.6	$	—	$	—	$	339.6

Liabilities:
Warrant liability – public warrants	$	25.4	$	—	$	—	$	25.4
Warrant liability – private placement warrants	$	—	$	—	$	14.5	$	14.5
Accrued technology and dispute resolutions agreements liability	$	—	$	—	$	44.0	$	44.0

Schedule of Cash Equivalents and Short-Term Investments

The following table presents a summary of the Company’s cash equivalents as of March 31, 2024 and December 31, 2023 (in millions):


	As of March 31, 2024
Description	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents:
Money market funds	$	297.5	$	—	$	—	$	297.5
Total	$	297.5	$	—	$	—	$	297.5


	As of December 31, 2023
Description	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents:
Money market funds	$	339.6	$	—	$	—	$	339.6
Total	$	339.6	$	—	$	—	$	339.6

Schedule of Key Inputs into the Monte Carlo Simulation Model for the Private Placement Warrants

The key inputs into the Monte Carlo simulation model for the private placement warrants are as follows:


Input	March 31, 2024			December 31, 2023
Stock price	$	4.62		$	6.14
Strike price	$	11.50		$	11.50
Dividend yield	0.0		%	0.0		%
Term (in years)	2.5			2.7
Volatility	65.5		%	70.2		%
Risk-free rate	4.5		%	4.0		%

The key inputs into the Monte Carlo simulation model for the accrued technology and dispute resolution agreements liability are as follows:


Input	December 31, 2023
Stock price	$	6.14
Strike price	$	0.01
Dividend yield	0.0		%
Term (in years)	0.1
Volatility	60.0		%
Risk-free rate	5.4		%

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation


Balance as of December 31, 2023	$	58.5
Change in fair value	2.4
Less: settlement of accrued technology and dispute resolution agreements liability	(54.3)
Balance as of March 31, 2024	$	6.6

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table presents the number of antidilutive shares excluded from the calculation of diluted net loss per share:


	Three Months Ended March 31,
	2024	2023
Options to purchase common stock	2,915,738	4,722,137
Unvested restricted stock units	35,015,943	44,265,187
Warrants	47,011,560	43,347,301
Shares issuable under the Employee Stock Purchase Plan (Note 9)	1,091,452	641,727
Total	86,034,693	92,976,352

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment Net

Property and equipment, net, consisted of the following (in millions):


	March 31, 2024		December 31, 2023
Furniture, fixtures, and equipment	$	9.0	$	7.9
Vehicles	0.1		0.1
Computer hardware	5.4		5.3
Computer software	1.5		1.5
Website design	0.8		0.8
Leasehold improvements	32.5		33.0
Construction in progress	33.5		18.4
Total property and equipment	82.8		67.0
Less: Accumulated depreciation	(10.7)		(9.4)
Total property and equipment, net	$	72.1	$	57.6

The following table presents depreciation expense included in each respective expense category in the consolidated condensed statements of operations (in millions):


	Three Months Ended March 31,
	2024		2023
Research and development	$	2.0	$	0.7
General and administrative	0.1		0.2
Total depreciation expense	$	2.1	$	0.9

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in millions):


	March 31, 2024		December 31, 2023
Accrued professional fees	$	9.8	$	9.5
Accrued employee costs	12.7		16.7
Accrued parts and materials	15.9		12.1
Taxes payable	1.3		1.4
Accrued capital expenditures	8.6		9.2
Accrued cloud computing implementation costs	0.4		0.3
Accrued technology and dispute resolution agreements liability (Note 7)	—		44.0
Other current liabilities	4.1		3.7
Total	$	52.8	$	96.9

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The Company’s notes payable consisted of the following (in millions):


	March 31, 2024		December 31, 2023
Synovus Bank Loan	$	18.5	$	7.5
Loan unamortized discount and loan issuance costs	(0.4)		(0.3)
Total debt, net of discount and loan issuance costs	18.1		7.2
Less current portion, net of discount and loan issuance costs	—		—
Total long-term notes payable, net of discount and loan issuance costs	$	18.1	$	7.2

Schedule of Maturities of Long-term Debt

The future scheduled principal maturities of the Loan as of March 31, 2024 are as follows (in millions):


Remaining 2024	$	—
2025	—
2026	$	0.1
2027	$	0.7
2028	$	0.7
Thereafter	$	17.0
	$	18.5

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease Costs

The Company’s lease costs were as follows (in millions):


	Three Months Ended March 31,
	2024		2023
Operating lease cost	$	1.2	$	1.8
Short-term lease cost	0.1		—
Total lease cost	$	1.3	$	1.8

The Company’s weighted-average remaining lease term and discount rate as of March 31, 2024 and 2023 were as follows:


	2024		2023
Weighted-average remaining lease term (in months)	53		48
Weighted-average discount rate	14.6	%	13.9	%

Supplemental cash flow information and non-cash activities related to right-of-use assets and lease liabilities were as follows (in millions):


	Three Months Ended March 31,
	2024		2023
Operating cash outflows from operating leases	$	1.1	$	1.6
Operating lease liabilities from obtaining right-of-use assets	$	0.3	$	0.1

Schedule of Operating Lease Maturities

The minimum aggregate future obligations under the Company’s non-cancelable operating leases as of March 31, 2024 were as follows (in millions):


Remaining 2024	$	4.6
2025	5.7
2026	4.7
2027	2.1
2028	2.2
Thereafter	4.4
Total future lease payments	23.7
Less: leasehold improvement allowance	(1.1)
Total net future lease payments	22.6
Less: imputed interest	(6.9)
Present value of future lease payments	$	15.7

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions

The following table sets forth the key assumptions and fair value results for each award granted in the Company’s six-month offering period that started on December 1, 2023:


	December 1, 2023
Stock price	$	6.30
Risk-free interest rate	5.3		%
Term (in years)	0.5
Volatility	97.5		%
Dividend yield	0.0		%
Grant date fair value per share	$	2.62

Schedule of Stock Option Activity

A summary of the Company’s stock option activity is as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2024	3,174,114	$	0.12	6.7	$	19.1
Exercised	(253,290)	0.08			1.2
Expired/forfeited	(5,086)	0.15
Outstanding as of March 31, 2024	2,915,738	0.12		6.4	13.1

Exercisable as of March 31, 2024	1,401,617	$	0.13	6.5	$	6.3
Vested and expected to vest as of March 31, 2024	2,915,738	0.12		6.4	13.1

Share-based Payment Arrangement, Restricted Stock Unit, Activity

A summary of the Company’s RSU activity is as follows:


	Number of Shares	Weighted Average Grant Fair Value
Outstanding as of January 1, 2024	31,522,483	$	4.99
Granted	6,579,055	4.85
Vested	(4,845,299)	4.23
Forfeited	(115,296)	4.42
Outstanding as of March 31, 2024	33,140,943	5.08

Schedule of Share-Based Payment Award, Valuation Assumptions

The following assumptions were used to estimate the fair value, using the Monte Carlo simulation, of the PSUs:


	March 26, 2024
Stock price	$	4.79
Term (in years)	3.0
Volatility	87.1		%
Risk-free interest rate	4.3		%
Dividend yield	0.0		%

Share-based Payment Arrangement, Expensed and Capitalized, Amount

The following table presents stock-based compensation expense included in each respective expense category in the consolidated condensed statements of operations (in millions):


	Three Months Ended March 31,
	2024		2023
Research and development	$	12.4	$	6.7
General and administrative	28.3		19.0
Total stock-based compensation expense	$	40.7	$	25.7

Share-based Payment Arrangement, Warrant Activity

A summary of the Company’s warrant activity is as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2024	20,788,247	$	0.01	4.5	$	127.4
Outstanding as of March 31, 2024	20,788,247	0.01		4.2	$	95.8

Vested and exercisable as of March 31, 2024	7,839,893	$	0.01	3.1	$	36.1

Organization and Nature of Business (Details)	3 Months Ended
Organization and Nature of Business (Details)	Mar. 31, 2024 lineOfBusiness
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of lines of business	2

Liquidity and Going Concern (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 1,265.3	$ 1,148.8
Cash and cash equivalents	$ 405.8	$ 464.6

Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Sep. 19, 2023 USD ($)	Aug. 09, 2022 USD ($)
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 405,800,000		$ 464,600,000
Short-term investments	0		0
Change in fair value of warrant liabilities and other warrant costs	$ (7,900,000)	$ 2,100,000
Finite-lived intangible asset, useful life	15 years
Intangible assets, net	$ 400,000		400,000
Capitalized cloud computing implementation costs	6,700,000		6,400,000
Contract liabilities	10,800,000		$ 10,800,000
United Airlines Inc.
Cash and Cash Equivalents [Line Items]
Purchase agreement, pre delivery payment received					$ 10,000,000
Contract with liability, revenue recognized	0	$ 0
United States Air Force
Cash and Cash Equivalents [Line Items]
Purchase agreement, installment payment received				$ 800,000
Accrued Technology and Dispute Resolution Agreement \| General and administrative
Cash and Cash Equivalents [Line Items]
Agreements liability, fair value adjustment	$ 10,300,000
Stock price
Cash and Cash Equivalents [Line Items]
Warrant liability, measurement input \| $ / shares	4.62		6.14
Public Warrants \| Stock price
Cash and Cash Equivalents [Line Items]
Warrant liability, measurement input \| $ / shares	0.72		1.46
Money market funds
Cash and Cash Equivalents [Line Items]
Cash equivalents:	$ 297,500,000		$ 339,600,000
Cash and cash equivalents	297,500,000		339,600,000
Money market funds \| Recurring
Cash and Cash Equivalents [Line Items]
Cash equivalents:	297,500,000		339,600,000
Money market funds \| Level 1 \| Recurring
Cash and Cash Equivalents [Line Items]
Cash equivalents:	$ 297,500,000		$ 339,600,000

Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash and cash equivalents	$ 405.8	$ 464.6
Restricted cash	6.7	6.9
Total cash, cash equivalents, and restricted cash	$ 412.5	$ 471.5

Summary of Significant Accounting Policies - Fair Value Recurring Basis (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Accrued technology and dispute resolutions agreements liability	$ 0.0	$ 44.0
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents:	297.5	339.6
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Accrued technology and dispute resolutions agreements liability		44.0
Recurring \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability, fair value	12.5	25.4
Recurring \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability, fair value	6.6	14.5
Recurring \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents:	297.5	339.6
Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Accrued technology and dispute resolutions agreements liability		0.0
Recurring \| Level 1 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability, fair value	12.5	25.4
Recurring \| Level 1 \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability, fair value	0.0	0.0
Recurring \| Level 1 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents:	297.5	339.6
Recurring \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Accrued technology and dispute resolutions agreements liability		0.0
Recurring \| Level 2 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability, fair value	0.0	0.0
Recurring \| Level 2 \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability, fair value	0.0	0.0
Recurring \| Level 2 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents:	0.0	0.0
Recurring \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Accrued technology and dispute resolutions agreements liability		44.0
Recurring \| Level 3 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability, fair value	0.0	0.0
Recurring \| Level 3 \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability, fair value	6.6	14.5
Recurring \| Level 3 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents:	$ 0.0	$ 0.0

Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Short-Term Investments (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Abstract]
Unrealized Gains	$ 0.0	$ 0.0
Unrealized Losses	0.0	0.0
Amortized Cost	297.5	339.6
Fair Value	297.5	339.6
Money market funds
Cash equivalents:
Cash equivalents:	$ 297.5	$ 339.6

Summary of Significant Accounting Policies - Measurement Input (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, term	2 years 6 months	2 years 8 months 12 days
Accrued technology and dispute resolution agreements liability, term		1 month 6 days
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability, measurement input (in dollars per share)	4.62	6.14
Accrued technology and dispute resolution agreements liability, measurement input		6.14
Strike price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability, measurement input (in dollars per share)	11.50	11.50
Accrued technology and dispute resolution agreements liability, measurement input		0.01
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability, measurement input (in dollars per share)	0.000	0.000
Accrued technology and dispute resolution agreements liability, measurement input		0.000
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability, measurement input (in dollars per share)	0.655	0.702
Accrued technology and dispute resolution agreements liability, measurement input		0.600
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability, measurement input (in dollars per share)	0.045	0.040
Accrued technology and dispute resolution agreements liability, measurement input		0.054

Summary of Significant Accounting Policies - Private Placement Warrants (Details) - Level 3 - Private Placement Warrants and Accrued Technology and Dispute Resolution Agreement $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 58,500
Change in fair value	2,400
Less: settlement of accrued technology and dispute resolution agreements liability	(54,300)
Ending balance	$ 6,600

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	86,034,693	92,976,352
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	2,915,738	4,722,137
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	35,015,943	44,265,187
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	47,011,560	43,347,301
Shares issuable under the Employee Stock Purchase Plan (Note 9)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	1,091,452	641,727

Property and Equipment, Net (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 82.8	$ 67.0
Less: Accumulated depreciation	(10.7)	(9.4)
Total property and equipment, net	72.1	57.6
Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	9.0	7.9
Vehicles
Property, Plant and Equipment [Line Items]
Total property and equipment	0.1	0.1
Computer hardware
Property, Plant and Equipment [Line Items]
Total property and equipment	5.4	5.3
Computer software
Property, Plant and Equipment [Line Items]
Total property and equipment	1.5	1.5
Website design
Property, Plant and Equipment [Line Items]
Total property and equipment	0.8	0.8
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	32.5	33.0
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 33.5	$ 18.4

Property and Equipment, Net - Depreciation Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Depreciation
Total depreciation expense	$ 2.1	$ 0.9
Research and development
Depreciation
Total depreciation expense	2.0	0.7
General and administrative
Depreciation
Total depreciation expense	$ 0.1	$ 0.2

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Accrued professional fees	$ 9.8	$ 9.5
Accrued employee costs	12.7	16.7
Accrued parts and materials	15.9	12.1
Taxes payable	1.3	1.4
Accrued capital expenditures	8.6	9.2
Accrued cloud computing implementation costs	0.4	0.3
Accrued technology and dispute resolution agreements liability (Note 7)	0.0	44.0
Other current liabilities	4.1	3.7
Total	$ 52.8	$ 96.9

Notes Payable - Schedule of Long-Term Notes Payable (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Synovus Bank Loan	$ 18.5
Total debt, net of discount and loan issuance costs	18.1	$ 7.2
Less current portion, net of discount and loan issuance costs	0.0	0.0
Total long-term notes payable, net of discount and loan issuance costs	18.1	7.2
Credit Facility \| Synovus Bank Loans
Debt Instrument [Line Items]
Synovus Bank Loan	18.5	7.5
Loan unamortized discount and loan issuance costs	$ (0.4)	$ (0.3)

Notes Payable - Narrative (Details)		3 Months Ended
Notes Payable - Narrative (Details)	Oct. 05, 2023 USD ($)	Mar. 31, 2024 USD ($)	Nov. 14, 2026 installment	Dec. 31, 2023 USD ($)	Nov. 14, 2023 interest
Debt Instrument [Line Items]
Long-term debt		$ 18,500,000
Long-term debt		18,100,000		$ 7,200,000
Synovus Bank Loans \| Credit Facility
Debt Instrument [Line Items]
Long-term debt		18,500,000		7,500,000
Interest expense		300,000
Issuance costs		$ 400,000		$ 300,000
Synovus Bank Loans \| Credit Facility \| Minimum
Debt Instrument [Line Items]
Effective rate (as percent)		7.60%
Synovus Bank Loans \| Credit Facility \| Maximum
Debt Instrument [Line Items]
Effective rate (as percent)		8.10%
Secured Debt
Debt Instrument [Line Items]
Line of credit, borrowing capacity	$ 65,000,000
Secured Debt \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Secured Debt \| Synovus Bank Loans
Debt Instrument [Line Items]
Number of monthly interest payment \| interest					120
Increase in annual interest rate upon event of default (as percent)	5.00%
Secured Debt \| Synovus Bank Loans \| Forecast
Debt Instrument [Line Items]
Number of monthly installments \| installment			84

Notes Payable - Schedule of Principal Maturities of Notes Payable (Details) $ in Millions	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
Remaining 2024	$ 0.0
2025	0.0
2026	0.1
2027	0.7
2028	0.7
Thereafter	17.0
Long-term debt	$ 18.5

Commitments and Contingencies - Lease Costs (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 1.2	$ 1.8
Short-term lease cost	0.1	0.0
Total lease cost	$ 1.3	$ 1.8
Weighted-average remaining lease term (in months)	53 months	48 months
Weighted-average discount rate	14.60%	13.90%

Commitments and Contingencies - Operating Lease Schedule of Maturity (Details) $ in Millions	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remaining 2024	$ 4.6
2025	5.7
2026	4.7
2027	2.1
2028	2.2
Thereafter	4.4
Total future lease payments	23.7
Less: leasehold improvement allowance	(1.1)
Total net future lease payments	22.6
Less: imputed interest	(6.9)
Present value of future lease payments	$ 15.7

Commitments and Contingencies - Schedule of Non-Cash Lease Activities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating cash outflows from operating leases	$ 1.1	$ 1.6
Operating lease liabilities from obtaining right-of-use assets	$ 0.3	$ 0.1

Commitments and Contingencies - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Aug. 10, 2023
Accrued Technology and Dispute Resolution Agreement \| General and administrative
Debt Instrument [Line Items]
Accrued technology and dispute resolution agreements liability, fair value adjustment	$ 10.3
Private Placement
Debt Instrument [Line Items]
Warrant outstanding (in shares)			13,176,895
Warrants price per share (in dollars per share)			$ 0.01
Class A
Debt Instrument [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
First Boeing Investment \| Class A \| Private Placement
Debt Instrument [Line Items]
Common stock, par value (in dollars per share)			$ 0.0001
Standby Letters of Credit \| Line of Credit
Debt Instrument [Line Items]
Line of credit	$ 5.7

Preferred and Common Stock (Details) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Nov. 30, 2023 USD ($)	Mar. 31, 2024 USD ($) vote $ / shares shares	Mar. 31, 2023 shares	Dec. 31, 2023 shares
Class of Stock [Line Items]
Preferred stock, outstanding (in shares)		0		0
Dividends declared (in dollars per share) \| $ / shares		$ 0
Conversion of stock (in shares)		1
Period following that a founder ceases services to the company		12 months
Common stock issued under at-the-market program \| $		$ 33.9
At-The-Market Program
Class of Stock [Line Items]
Consideration received on transaction \| $	$ 70.0
Remaining amount \| $		14.6
At-The-Market Program \| Maximum
Class of Stock [Line Items]
Commission fee, percentage	3.00%
Additional Paid-in Capital
Class of Stock [Line Items]
Common stock issued under at-the-market program \| $		$ 33.9
Class A
Class of Stock [Line Items]
Voting rights, votes per share \| vote		1
Class A \| Common Stock
Class of Stock [Line Items]
Conversion of stock (in shares)		200,000	2,250,000
Number of shares issued in transaction (in shares)		6,569,896
Class B
Class of Stock [Line Items]
Voting rights, votes per share \| vote		10
Conversion period		10 years
Percentage of Class B represents the aggregate of Class A		0.10
Percentage of founder shares held		0.80
Common stock, conversion terms, percent of shareholders needed		66.67%
Class B \| Common Stock
Class of Stock [Line Items]
Conversion of stock (in shares)		(200,000)	(2,250,000)

Stock-Based Compensation - Amended and Restated 2021 Plan, Narrative (Details) - 2021 Stock Plan - Class A - shares	1 Months Ended
	Jun. 30, 2022	Jan. 01, 2024	Apr. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Capital shares reserved for future issuance (in shares)		15,320,111	34,175,708
Percentage of outstanding stock maximum	5.00%

Stock-Based Compensation - Employee Stock Purchase Plan, Narrative (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended
	Jan. 01, 2024	Aug. 31, 2021	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense			$ 40.7	$ 25.7
Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contributions up to (as percent)			15.00%
2021 Employee Stock Purchase Plan \| Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)	2,679,473
Maximum number of shares authorized for issuance (in share)			11,085,810
Number of shares remained available (in shares)			9,857,178
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price of common stock, percent		85.00%
Percentage of outstanding stock maximum		1.00%
Number of additional shares issuable (in shares)		9,938,118
Total stock-based compensation expense			$ 0.7	$ 0.3
Unvested stock options			$ 0.4

Stock-Based Compensation - Annual Equity Awards and Stock Options, Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 40.7	$ 25.7
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	0.8	0.7
Unvested stock options	$ 4.2
Weighted-average period	8 months 12 days
Annual Equity Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3.8	$ 2.9

Stock-Based Compensation - Restricted Stock Units, Narrative (Details) $ in Millions						3 Months Ended
	Mar. 26, 2024 shares	Jul. 13, 2023 USD ($)	Apr. 14, 2022 shares	Sep. 16, 2021 tranche shares	Sep. 15, 2021 shares	Mar. 31, 2024 USD ($) tranche shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 shares	Apr. 13, 2022 tranche shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $						$ 40.7	$ 25.7
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $						$ 28.3	19.0
Amended and Restated 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion ratio						1
Amended and Restated 2021 Plan \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)						1 year
Unvested restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				20,009,224		6,579,055
Milestone achievement period (in years)				7 years
Founder grants, number of tranches \| tranche				4
Vested and exercisable (in shares)						4,845,299
Forfeited (in shares)						115,296
Number of outstanding (in shares)						33,140,943		31,522,483
Total stock-based compensation expense \| $						$ 13.0	5.3
Share-based payment arrangement, nonvested award, cost not yet recognized, amount \| $						$ 115.4
Weighted-average period						10 months 24 days
Unvested restricted stock units \| General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining number of tranches \| tranche						3
Total stock-based compensation expense \| $						$ 22.4	16.0
Unvested restricted stock units \| Class B
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)		15 months
Vested and exercisable (in shares)					5,002,306
Forfeited (in shares)			5,002,306
Number of outstanding (in shares)									15,006,918
Remaining number of tranches \| tranche									3
Reversal of expense \| $		$ 59.1
Shares outstanding (in shares)						15,006,918
Unvested restricted stock units \| Amended and Restated 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	572,520
Award vesting period (in years)	3 years
Unvested restricted stock units \| Amended and Restated 2021 Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)						3 years
Unvested restricted stock units \| Amended and Restated 2021 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)						4 years
Unvested restricted stock units \| 2021 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)						3,270,695
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	3 years
Performance Stock Units \| Amended and Restated 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion ratio	1
Performance Stock Units \| Amended and Restated 2021 Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payout range percentage	0.00%
Performance Stock Units \| Amended and Restated 2021 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payout range percentage	200.00%
Quarterly Equity Awards \| Amended and Restated 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion ratio						1
Quarterly Equity Awards \| Unvested restricted stock units \| Amended and Restated 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)						2,735,840
Reversed in July 2023 \| Unvested restricted stock units \| General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $							$ 8.0

Stock-Based Compensation - Restricted Stock, Narrative (Details) $ in Millions	1 Months Ended
	Aug. 31, 2023 USD ($) shares
Vendor
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accounts payable \| $	$ 11.0
Class A \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of preferred stock (in shares) \| shares	1,985,559

Stock-Based Compensation - United Airlines, Narrative (Details)			1 Months Ended	3 Months Ended
	Aug. 09, 2022 USD ($) aircraft $ / shares shares	Jan. 29, 2021 milestone aircraft installment $ / shares shares	Aug. 31, 2023 USD ($) shares	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of conditional purchased aircraft \| aircraft		200
Option to purchase of additional aircraft \| aircraft		100
Other warrant expense \| $				$ 0	$ 2,100,000
United
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cashless exercise of warrants (in shares) \| $			$ 2,948,352
Sub Milestone One and Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of each warrant (in dollars per share) \| $ / shares	$ 4.37
Class A \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise of warrants (in shares)			2,942,778	4,503,845
Warrants for Collaboration Agreement with United Airlines Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of warrant or right, vested during the period (in shares)					2,211,264
United Airlines Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of conditional purchased aircraft \| aircraft	100
Purchase agreement, pre delivery payment received \| $	$ 10,000,000
United Airlines Inc. \| Warrants for Collaboration Agreement with United Airlines Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants, issued or issuable (in shares)		14,741,764
Warrants price per share (in dollars per share) \| $ / shares		$ 0.01
Number of vesting installments \| installment		4
Number of vesting milestones \| milestone		4
United Airlines Inc. \| Warrants for Collaboration Agreement with United Airlines Inc. \| Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of securities called by each warrant or right (in shares)		1
United Airlines Inc. \| Amended United Warrant Agreement \| Sub Milestone One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant vested and expected to vest (in shares)	737,088
United Airlines Inc. \| Amended United Warrant Agreement \| Sub Milestone Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant vested and expected to vest (in shares)	2,211,264
United Airlines Inc. \| Amended United Warrant Agreement \| Sub Milestone Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of conditional purchased aircraft \| aircraft	160
Warrant vested and expected to vest (in shares)	3,685.45
United Airlines Inc. \| Amended United Warrant Agreement \| Sub Milestone Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of conditional purchased aircraft \| aircraft	40
Warrant vested and expected to vest (in shares)	22,112.65

Stock-Based Compensation - Stellantis N.V., Narrative (Details) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended	3 Months Ended		12 Months Ended
	Aug. 10, 2023	Jun. 23, 2023	Jan. 03, 2023	Aug. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Research and development					$ 83.5	$ 65.8
Other operating income (expense), net							$ 3.6
Class A \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of preferred stock (in shares)				1,985,559
Stellantis N.V.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants price per share (in dollars per share)			$ 0.01
Warrants, weighted average grant date fair value (in dollars per share)			$ 1.93
Stellantis N.V. \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount applicable to milestone	$ 70.0
Shares issuable (in shares)	12,313,234
Stellantis N.V. \| Warrant Exercisable Period One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			12 months
Stellantis N.V. \| Warrant Exercisable Period Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			24 months
Stellantis N.V. \| Warrant Exercisable Period Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			36 months
Stellantis N.V. \| Warrants for Collaboration Agreement with FCA US LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Research and development					$ 2.1	$ 4.2
Stellantis N.V. \| Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Sale of stock value			$ 150.0
Number of securities called by warrants or rights (in shares)			15,000,000
Share price (in dollars per share)			$ 1.93
Issuance of preferred stock (in shares)		6,337,039
Price per share (in dollars per share)		$ 3.95
Proceeds from issuance of common stock		$ 25.0
Price per share (in dollars per share)		3.38

Stock-Based Compensation - Schedule of Share-Based Payment Award, Valuation Assumptions (Details) - $ / shares	Mar. 26, 2024	Dec. 01, 2023
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share)		$ 6.30
Risk-free interest rate		5.30%
Term (in years)		6 months
Volatility		97.50%
Dividend yield		0.00%
Grant date fair value per share (in dollars per share)		$ 2.62
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share)	$ 4.79
Risk-free interest rate	4.30%
Term (in years)	3 years
Volatility	87.10%
Dividend yield	0.00%

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Number of Shares
Beginning balance (in shares)	3,174,114
Exercised (in shares)	(253,290)
Expired/forfeited (in shares)	(5,086)
Ending balance (in shares)	2,915,738	3,174,114
Exercisable (in shares)	1,401,617
Vested and expected to vest (in shares)	2,915,738
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 0.12
Exercise (in dollars per share)	0.08
Expired/forfeited (in dollars per share)	0.15
Ending balance (in dollars per share)	0.12	$ 0.12
Exercisable, Weighted average exercise price per share (in dollars per share)	0.13
Vested and expected to vest (in dollars per share)	$ 0.12
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Weighted average remaining contractual life (in years)	6 years 4 months 24 days	6 years 8 months 12 days
Exercisable, weighted average remaining contractual term (Years)	6 years 6 months
Vested and expected, weighted average remaining contractual term (Years)	6 years 4 months 24 days
Aggregate intrinsic value	$ 13.1	$ 19.1
Exercised, aggregate intrinsic value	1.2
Exercisable as of March 31, 2024	6.3
Vested and expected, aggregate intrinsic value	$ 13.1

Stock-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units - $ / shares		3 Months Ended
	Sep. 16, 2021	Mar. 31, 2024
Number of Shares
Beginning balance (in shares)		31,522,483
Granted (in shares)	20,009,224	6,579,055
Vested (in shares)		(4,845,299)
Forfeited (in shares)		(115,296)
Ending balance (in shares)		33,140,943
Weighted Average Grant Fair Value
Beginning balance (in dollars per share)		$ 4.99
Granted (in dollars per share)		4.85
Vested (in dollars per share)		4.23
Forfeited (in dollars per share)		4.42
Ending balance (in dollars per share)		$ 5.08

Stock-Based Compensation - Stock-based Compensation Expense Included in Respective Expense Category (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 40.7	$ 25.7
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	12.4	6.7
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 28.3	$ 19.0

Stock-Based Compensation - Schedule of Share-based Compensation, Warrant Activity (Details) - Warrants - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Number of Shares
Beginning balance (in shares)	20,788,247
Ending balance (in shares)	20,788,247	20,788,247
Vested and exercisable (in shares)	7,839,893
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 0.01
Ending balance (in dollars per share)	0.01	$ 0.01
Vested and exercisable (in dollars per share)	$ 0.01
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Outstanding (in years)	4 years 2 months 12 days	4 years 6 months
Vested and exercisable (in years)	3 years 1 month 6 days
Aggregate Intrinsic Value (In millions)
Outstanding at period start	$ 127.4
Outstanding at period end	95.8	$ 127.4
Vested and exercisable	$ 36.1

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 0.2	$ 0.0

Liability Classified Warrants (Details)	3 Months Ended
Liability Classified Warrants (Details)	Mar. 31, 2024 $ / shares shares
Public Warrants
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares) \| shares	17,398,947
Exercisable term from closing of initial public offering	12 months
Warrants outstanding, term	5 years
Redemption price of warrants (in dollars per share) \| $ / shares	$ 0.01
Redemption period	30 days
Warrant redemption condition minimum share price (in dollars per share) \| $ / shares	$ 18.00
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Threshold number of business days before sending notice of redemption to warrant holders	3 days
Number of securities called by each warrant or right (in shares) \| shares	1
Public Warrants \| Class A
Class of Warrant or Right [Line Items]
Redemption price of warrants (in dollars per share) \| $ / shares	$ 11.50
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares) \| shares	8,000,000
Exercisable term after business combination	30 days

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