| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 4
)*
|
Archer Aviation Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 (Title of Class of Securities) |
03945R102 (CUSIP Number) |
01/17/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 03945R102 |
| 1 | Names of Reporting Persons Marc E. Lore | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Calculated in accordance with Rule 13(d)-3(d)(1)(i) and based on an aggregate total of 465,530,068 shares of Class A common stock of Archer Aviation Inc. (the "Issuer") outstanding as of December 10, 2024, as reported by the Issuer in its registration statement on Form S-3ASR filed with the Securities and Exchange Commission on December 13, 2024 after giving effect to the Issuer's private placement completed in December 2024, as more specifically described therein.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Archer Aviation Inc. | |
| (b) | Address of issuer's principal executive
offices: 190 West Tasman Drive, San Jose, CA, 95134 | |
| Item 2. | ||
| (a) | Name of person filing: Marc E. Lore (the "Reporting Person") | |
| (b) | Address or principal business office or, if
none, residence: 443 Greenwich Street, PHA, NewYork, NY 10013 | |
| (c) | Citizenship: United States of America | |
| (d) | Title of class of securities: Class A Common Stock, par value $0.0001 | |
| (e) | CUSIP No.: 03945R102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of January 17, 2025, the date as of which the Reporting Person became obligated to file this Statement pursuant to Rule 13d-2(d), the Reporting Person directly held 2,235 shares of the Class A Common Stock of Archer Aviation Inc. (the "Issuer"). After January 17, 2025, the Reporting Person sold the remainder of such shares of the Issuer's Class A Common Stock. As of January 22, 2025, the Reporting Person ceased to hold any shares of the Issuer's capital stock. | |
| (b) | Percent of class: The percentage set forth below was calculated in accordance with Rule 13(d)-3(d)(1)(i), promulgated under the Securities Exchange Act of 1934, as amended, and based on an aggregate total of 465,530,068 shares of the Issuer's Class A Common Stock outstanding as of December 10, 2024, as reported by the Issuer in its registration statement filed on Form S-3ASR with the Securities and Exchange Commission on December 13, 2024 after giving effect to the Issuer's private placement completed in December 2024, as more specifically described therein.
0.0 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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