Archer Aviation Inc. filed a Current Report on Form 8-K on August 10, 2026, disclosing that on August 9, 2026, it entered into a definitive Equity Purchase Agreement with The Boeing Company to acquire three aviation-related subsidiaries in an all-equity transaction.

Key Highlights

  • Acquisition targets: Archer agreed to acquire Wisk Aero LLC, SkyGrid LLC, and Insitu Inc., along with certain related entities including Insitu Pacific Pty Ltd, Wisk Australia Pty Ltd, and Boeing Emirates Ltd.
  • Consideration Shares: Boeing will receive shares of Class A common stock equal to 19.75% of Archer's Class A common stock outstanding immediately prior to the Closing Date, subject to customary adjustments.
  • First Warrant: Boeing will receive a warrant to purchase shares equal to $100.0 million divided by the Per Share Price, exercisable at $13.00 per share, during the period from 12 to 36 months after closing.
  • Second Warrant: Boeing will also receive a warrant to purchase shares equal to $100.0 million divided by the Per Share Price, exercisable at $17.88 per share, during the period from 12 to 48 months after closing.
  • Lock-Up: Boeing has agreed not to directly or indirectly sell or transfer any Consideration Shares for 12 months following closing, subject to customary exceptions for hedging and pledging arrangements.
  • Beneficial ownership cap: The Warrants include a limitation preventing Boeing from exercising them if doing so would cause Boeing and its affiliates to beneficially own 19.9% or more of outstanding Class A common stock or combined voting power, waivable by Boeing in its sole discretion.

Archer Aviation's All-Equity Deal to Bring Boeing Aviation Units Under One Roof

According to the filing, Archer Aviation Inc. (NYSE: ACHR) entered into the Purchase Agreement on August 9, 2026, with The Boeing Company to acquire all of the equity interests of Wisk Aero LLC, described as "an autonomous aviation company," SkyGrid LLC, described as "a digital airspace integration and air traffic management platform," and Insitu Inc., described as "a manufacturer of unmanned aircraft systems and AI-enabled technologies." The transaction is structured entirely as a share-and-warrant issuance, with no cash consideration flowing from Archer to Boeing at closing.

The filing states that the Consideration Shares and both Warrants will be issued in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The Per Share Price used to calculate the number of shares underlying each Warrant is defined as the volume weighted average price of Archer's Class A common stock for the five consecutive trading days ending on the trading day immediately prior to the Closing Date. The filing also notes that if Archer raises additional equity capital under certain conditions, shares issued in such a capital raise may be excluded from the calculation of the Consideration Shares.

Closing of the Acquisition is subject to several conditions, according to the filing, including expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, receipt of approvals under national security or foreign direct investment laws, the absence of legal restraints, accuracy of representations and warranties, compliance with covenants, the absence of a "Material Adverse Effect" on either party, and approval of the Consideration Shares for listing on the New York Stock Exchange. Representations and warranties of each party will survive for 18 months following the Closing Date. Boeing has agreed to provide audited and unaudited financial statements of the Target Companies no later than 60 days after closing to support Archer's reporting obligations.

What Was Disclosed

Archer Aviation disclosed entry into a definitive Equity Purchase Agreement with Boeing to acquire Wisk Aero LLC, SkyGrid LLC, and Insitu Inc., along with related entities, in exchange for Class A common stock and two warrants, each tied to $100.0 million in notional value, subject to regulatory and other closing conditions.