0001605484-23-000087.txt : 20230720
0001605484-23-000087.hdr.sgml : 20230720
20230720161636
ACCESSION NUMBER: 0001605484-23-000087
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230623
FILED AS OF DATE: 20230720
DATE AS OF CHANGE: 20230720
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FCA US LLC
CENTRAL INDEX KEY: 0001513153
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711]
STATE OF INCORPORATION: MI
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39668
FILM NUMBER: 231099904
BUSINESS ADDRESS:
STREET 1: 1000 CHRYSLER DRIVE
CITY: AUBURN HILLS
STATE: MI
ZIP: 48326
BUSINESS PHONE: 800-247-9753
MAIL ADDRESS:
STREET 1: 1000 CHRYSLER DRIVE
CITY: AUBURN HILLS
STATE: MI
ZIP: 48326
FORMER NAME:
FORMER CONFORMED NAME: Chrysler Group LLC
DATE OF NAME CHANGE: 20110215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FCA NORTH AMERICA HOLDINGS LLC
CENTRAL INDEX KEY: 0001518840
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39668
FILM NUMBER: 231099903
BUSINESS ADDRESS:
STREET 1: 1000 CHRYSLER DRIVE
CITY: AUBURN HILLS
STATE: MI
ZIP: 48326
BUSINESS PHONE: 248-462-5869
MAIL ADDRESS:
STREET 1: 1000 CHRYSLER DRIVE
CITY: AUBURN HILLS
STATE: MI
ZIP: 48326
FORMER NAME:
FORMER CONFORMED NAME: Fiat North America LLC
DATE OF NAME CHANGE: 20110422
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stellantis N.V.
CENTRAL INDEX KEY: 0001605484
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711]
STATE OF INCORPORATION: P7
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39668
FILM NUMBER: 231099905
BUSINESS ADDRESS:
STREET 1: TAURUSAVENUE 1
CITY: HOOFDDORP
STATE: P7
ZIP: 2132LS
BUSINESS PHONE: 31 237001511
MAIL ADDRESS:
STREET 1: TAURUSAVENUE 1
CITY: HOOFDDORP
STATE: P7
ZIP: 2132LS
FORMER NAME:
FORMER CONFORMED NAME: Fiat Chrysler Automobiles N.V.
DATE OF NAME CHANGE: 20141014
FORMER NAME:
FORMER CONFORMED NAME: Fiat Investments N.V.
DATE OF NAME CHANGE: 20140414
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FCA FOREIGN SALES HOLDCO LTD.
CENTRAL INDEX KEY: 0001980653
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39668
FILM NUMBER: 231099902
BUSINESS ADDRESS:
STREET 1: PINLEY HOUSE, 2 SUNBEAM WAY, CONVENTRY
CITY: WEST MIDLANDS
STATE: X0
ZIP: CV3 1ND
BUSINESS PHONE: 44 7764 836028
MAIL ADDRESS:
STREET 1: PINLEY HOUSE, 2 SUNBEAM WAY, CONVENTRY
CITY: WEST MIDLANDS
STATE: X0
ZIP: CV3 1ND
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STELLANTIS EUROPE S.P.A.
CENTRAL INDEX KEY: 0001978738
STATE OF INCORPORATION: L6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39668
FILM NUMBER: 231099901
BUSINESS ADDRESS:
STREET 1: CORSO GIOVANNI AGNELLI 200
CITY: TURIN
STATE: L6
ZIP: 10135
BUSINESS PHONE: 3901168381111
MAIL ADDRESS:
STREET 1: CORSO GIOVANNI AGNELLI 200
CITY: TURIN
STATE: L6
ZIP: 10135
FORMER NAME:
FORMER CONFORMED NAME: FCA ITALY S.P.A.
DATE OF NAME CHANGE: 20230523
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SFS UK 1 LTD.
CENTRAL INDEX KEY: 0001980514
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39668
FILM NUMBER: 231099900
BUSINESS ADDRESS:
STREET 1: PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY
CITY: WEST MIDLANDS
STATE: X0
ZIP: CV3 1ND
BUSINESS PHONE: 44 7764 836028
MAIL ADDRESS:
STREET 1: PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY
CITY: WEST MIDLANDS
STATE: X0
ZIP: CV3 1ND
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Archer Aviation Inc.
CENTRAL INDEX KEY: 0001824502
STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721]
IRS NUMBER: 852730902
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 190 WEST TASMAN DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 650-272-3233
MAIL ADDRESS:
STREET 1: 190 WEST TASMAN DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
FORMER COMPANY:
FORMER CONFORMED NAME: Atlas Crest Investment Corp.
DATE OF NAME CHANGE: 20200911
3/A
1
wk-form3a_1689884188.xml
FORM 3/A
X0206
3/A
2023-06-23
2023-06-27
0
0001824502
Archer Aviation Inc.
ACHR
0001605484
Stellantis N.V.
TAURUSAVENUE 1
HOOFDDORP
P7
2132LS
NETHERLANDS
0
0
1
0
0001513153
FCA US LLC
1000 CHRYSLER DRIVE
AUBURN HILLS
MI
48326-2766
0
0
1
0
0001518840
FCA NORTH AMERICA HOLDINGS LLC
1000 CHRYSLER DRIVE
AUBURN HILLS
MI
48326-2766
0
0
1
0
0001980653
FCA FOREIGN SALES HOLDCO LTD.
PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY
WEST MIDLANDS
X0
CV3 1ND
UNITED KINGDOM
0
0
1
0
0001978738
STELLANTIS EUROPE S.P.A.
CORSO GIOVANNI AGNELLI 200
TURIN
L6
10135
ITALY
0
0
1
0
0001980514
SFS UK 1 LTD.
PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY
WEST MIDLANDS
X0
CV3 1ND
UNITED KINGDOM
0
0
1
0
Class A Common Stock
18734903
D
Warrants to Purchase Class A Common Stock (right to buy)
0.01
2028-01-03
Class A Common Stock
15000000
D
Warrants to Purchase Class A Common Stock (right to buy)
0.01
2025-11-06
Class A Common Stock
1671202
D
Warrants to Purchase Class A Common Stock (right to buy)
0.01
2026-07-19
Class A Common Stock
1077024
D
Includes 11,234,903 shares owned directly by Stellantis N.V. and 7,500,000 shares owned directly by Stellantis Europe S.p.A.
The warrant becomes exercisable in 3 separate tranches upon either (i) performance by Stellantis N.V. of undertakings set forth in the Manufacturing Collaboration Agreement, dated as of Jan 3, 2023, between Issuer and Stellantis N.V. (the "Agreement") or (ii) the VWAP (as defined in the Agreement) for the Class A Common Stock exceeds certain specified amounts. The entire warrant becomes immediately exercisable on (i) an Automotive OEM Change of Control (as defined in the Agreement) upon expiration of Stellantis N.V.'s right to terminate the Agreement or (ii) a Liquidation Event (as defined in the Agreement) if the Agreement is not terminated by Issuer or Stellantis N.V. prior to such Liquidation Event. The warrant shall be exercisable with respect to shares of Class A Common Stock that have become vested in accordance with the terms of the warrant, at any time, on or before the earliest of (i) immediately prior to a Liquidation Event, and (ii) Jan 3, 2028.
Under a warrant dated November 6, 2020, FCA US LLC is entitled to purchase up to 1,671,202 shares of Class A Common Stock at an exercise price of $0.01 per share. Such warrant has become fully exercisable in accordance with its terms, and expires on November 6, 2025. This warrant is owned directly by FCA US LLC.
Under a warrant dated July 19, 2021, Stellantis Europe S.p.A. is entitled to purchase up to 1,077,024 shares of Class A Common Stock at an exercise price of $0.01 per share. Such warrant has become fully exercisable in accordance with its terms, and expires on or before the earliest of (i) July 19, 2026 and (ii) immediately prior to the closing of a Liquidation Event. This warrant is owned directly by Stellantis Europe S.p.A.
This Amendment to Form 3 is being filed solely to correct the number of shares of Class A Common Stock beneficially owned, as shown in Table I, from 17,485,264 to 18,734,903. The additional 1,249,639 shares were purchased in the open market by Stellantis N.V. on May 22, 2023, prior to the date on which Stellantis N.V. became the beneficial owner of 10% of the outstanding Class A Common Stock, and such purchase did not change the date on which Stellantis N.V. became a 10% owner.
Stellantis N.V., by /s/ Giorgio Fossati, General Counsel
2023-07-20
FCA US LLC, by /s/ Giorgio Fossati, Attorney-in-Fact
2023-07-20
FCA North America Holdings LLC, by /s/ Giorgio Fossati, Attorney-in-Fact
2023-07-20
FCA Foreign Sales Holdco Ltd., by /s/ Giorgio Fossati, Attorney-in-Fact
2023-07-20
SFS UK 1 Limited, by /s/ Giorgio Fossati, Attorney-in-Fact
2023-07-20
Stellantis Europe S.p.A., by /s/ Giorgio Fossati, Attorney-in-Fact
2023-07-20