What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-14 compared with 2021-03-08 · 29 added, 70 removed, 1 unchanged (99% of the section changed)

Market for Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our units, common stock, and warrants are

each traded on the New York Stock Exchange under the symbols “ACIC.U,” “ACIC,” and “ACIC WS,”

respectively.

As of March 5, 2021, we had one holder

of record of our common stock, one holder of record of our units, and two holders of record of our warrants.

We have not paid any cash dividends on

our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general

financial condition subsequent to completion of our initial business combination.

Further, if we incur any indebtedness in connection

with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to

in connection therewith.

The payment of any cash dividends subsequent to our initial business combination will be within the discretion

of our board of directors at such time.

Securities Authorized for Issuance Under

Equity Compensation Plans

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

Unregistered Sales

On September 4, 2020, our Sponsor paid

$25,000 in consideration for 14,375,000 shares of Class B common stock (the “Founder Shares”).

The Founder Shares included

an aggregate of up to 1,875,000 shares subject to forfeiture by our Sponsor to the extent that the underwriter’s over-allotment

was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s

issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the

Initial Public Offering).

Upon the expiration of the over-allotment option in December 2020, 1,875,000 shares of Class B common

stock were forfeited, resulting in an aggregate of 12,500,000 Founder Shares outstanding.

The Founder Shares were issued in connection

with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Simultaneously with the closing of the

Initial Public Offering, we consummated the sale of 8,000,000 warrants at a price of $1.50 per warrant in a private placement (the

“Private Placement Warrants”) to our Sponsor, generating gross proceeds of $12,000,000.

Each Private Placement Warrant

is exercisable to purchase one share of Class A common stock at a price of $11.50 per share.

The sales of the Private Placement

Warrants were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust

Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information for Common Stock

Upon the closing of the Business Combination on September 17, 2021, our Class A common stock and warrants began trading on the New York Stock Exchange under the symbols “ACHR” and “ACHR WS.”

Our Class B common stock is not listed or traded on any stock exchange.

Holders of Record

As of January 31, 2022, there were 104 stockholders of record of our Class A common stock and 36 stockholders of record of our Class B common stock.

The actual number of holders of our Class A and Class B common stock is greater than the number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or other nominees.

The number of holders of record presented here also does not include stockholders whose shares may be held in trust by other entities.

Dividend Policy

We have never declared nor paid any cash dividends on our capital stock.

We anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future.

Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report.

Sales of Unregistered Securities

Use of Proceeds

On October 30, 2020, the Company consummated

the Initial Public Offering of 50,000,000 units (the “Units” and, with respect to the shares of Class A common stock

included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $500,000,000, which

is discussed in Note 3.

Simultaneously with the closing of the

Initial Public Offering, we consummated the sale of 8,000,000 Private Placement Warrants at a price of $1.50 per warrant, generating

gross proceeds of $12,000,000.

The underwriter was granted a 45-day option

to purchase up to 7,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting

discounts and commissions.

The over-allotment option expired without being exercised in any part.

The underwriter was paid a cash

underwriting discount of $0.20 per Unit, or $10,000,000 in the aggregate upon the closing of the Initial Public Offering.

On September 11, 2020, we issued an unsecured

promissory note to our Sponsor (the “Promissory Note”), pursuant to which we received proceeds of $300,000 to cover

expenses related to the Initial Public Offering.

The outstanding balance under the Promissory Note of $300,000 was repaid at the

closing of the Initial Public Offering on October 30, 2020.

Transaction costs related to the issuances

described above amounted to $10,534,144, consisting of $10,000,000 of underwriting fees and $534,144 of other costs.

After deducting

the underwriting discounts and commissions and offering expenses, the total net proceeds from the Initial Public Offering and the

sale of the Private Placement Warrants were approximately $501,500,000, of which approximately $500,000,000 (or $10.00 per share

sold in the Initial Public Offering) was placed in the Trust Account.

Purchases of Equity Securities by the

Issuer and Affiliated Purchasers

Selected Financial Data.

This item is not applicable as we are a

smaller reporting company.

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 on a registration statement on Form S-1 (No.

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 the Sponsor, 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 the PIPE Financing and $257.6 million transferred from the trust account.

Total direct and incremental

transaction costs aggregated $81.8 million, of which $10.9 million were expensed as part of the Business Combination, $55.8 million were recorded to APIC as equity issuance costs, and the remaining $15.1 million was settled through the issuance of shares of New Archer Class A common stock.

Issuer Purchases of Equity Securities

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity