ACHR Filings — Archer Aviation Inc.

ACHR Filings — Archer Aviation Inc. - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

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Management's Discussion and Analysis

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated 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, 2025 set forth in our Annual Report. The following discussion includes forward-looking statements, which are based on our current expectations and beliefs concerning future developments and the potential effects of such developments 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 Headquartered in Silicon Valley, California, Archer is building an end-to-end advanced air mobility platform that delivers air taxis, unmanned aircraft systems (“UAS”), aviation-related physical artificial intelligence (“AI”) solutions, and other technologies to customers worldwide across the commercial aerospace and defense sectors. Air Taxis Midnight is our electric vertical takeoff and landing (eVTOL) aircraft purpose-built for air taxi operations. To prepare for commercial operations, we are working with aviation authorities, governments, and strategic partners in key U.S. and international markets to certify Midnight and build out air taxi networks. These networks will connect major population and business centers with key transportation hubs in select metropolitan areas, through partnerships with airline operators to integrate eVTOL flights into passenger journeys and collaborations with infrastructure partners to develop vertiports. •In the U.S., we were recently selected as a partner in multiple winning applications under the White House-backed eVTOL Integration Pilot Program (eIPP). Through the program, we have the opportunity to begin early operations this year in several key states, such as Florida, Texas and New York. The eIPP paves the way for us to bring our technology directly to U.S. communities in parallel with our continued work to receive FAA type certification of Midnight. As part of our broader commercialization strategy in the U.S., we acquired control of the Hawthorne Airport located near Los Angeles International Airport, SoFi Stadium and Downtown Los Angeles. We plan for Hawthorne to serve as the operational hub for our Los Angeles network and an innovation hub for developing and commercializing next-generation AI-powered aviation technologies. •Outside the U.S., through our Launch Edition program, we are offering aircraft, technologies, and services to governments and customers to support the commercialization of Midnight in select international markets, with the UAE leading the way. In the UAE, we have been working closely with the country’s federal aviation regulator, the GCAA, to establish the optimal regulatory pathway for commercial operations. Following hot weather flight testing last year, we are on track to deliver additional Midnight aircraft this year, in preparation for initial passenger operations and are working with strategic partners to build out a vertiport network across Abu Dhabi and the UAE. Our commercial readiness progress is driving growing global demand across Europe, Middle East, Africa and Asia-Pacific for this new category of transportation. UAS We are also advancing the development of our hybrid-electric, autonomous vertical take-off and landing (“VTOL”) aircraft platform, called Halo, intended for dual use by both commercial and defense customers. As part of the defense opportunities with this aircraft, we are working closely with our strategic partner, Anduril Industries Inc. (“Anduril”), to ensure this platform meets their next generation vertical lift needs, which are based on what they believe is necessary to win programs of record with allied nations. For commercial customers, Halo is expected to be used primarily for cargo and rescue operations. AI We are also developing physical AI and autonomy technologies to support the advancement of our aircraft and the modernization of U.S. and international airspace and air traffic control systems . We recently announced our aviation-specific AI foundation model, ZEE, that is purpose-built to turn disparate data from ADS-B, ATC communication, maps and charts, aircraft state, terrain and weather into a unified intelligence layer that can help operators, airlines and pilots make better, more informed decisions with the goal of increasing safety and efficiency across the entire aviation system, from air taxis and UAS to commercial airlines and air traffic management. Our Planned Lines of Business 32 Table of Contents By maintaining an innovative and disciplined approach to new product and service development, manufacturing, and commercialization we believe that we can deliver advanced technologies and solutions to the aerospace and defense sectors that can service a broad range of industries and use cases. We intend to primarily operate in the following areas: •Commercial: This is planned to primarily consist of the sale of our piloted, commercial aircraft, physical AI solutions and related technologies and services, as well as providing direct-to-consumer air taxi services. •Defense: This is planned to primarily consist of the sale of next-generation UAS, physical AI solutions and related technologies and services for defense applications. To date, we have not generated significant revenue from these planned areas. We will use our cash and cash equivalents for the foreseeable future as we continue to develop our aircraft, related technologies, manufacturing operations and urban air mobility (“UAM”) operations, and work to commercialize both the commercial and defense sectors of our business. Proposed Acquisition of Wisk, Insitu and SkyGrid On August 9, 2026, we entered into a definitive Equity Purchase Agreement (the “Purchase Agreement") with The Boeing Company (”Boeing”) to acquire all of the equity interests of Wisk Aero LLC, an autonomous aviation company, SkyGrid, a digital airspace integration and air traffic management platform, and Insitu, Inc., a manufacturer of unmanned aircraft systems and AI-enabled technologies, together with certain of their respective related entities (collectively, the “Target Companies” and such acquisition, the “Acquisition”) for total consideration consisting of (i) shares of our Class A common stock representing approximately 19.75% (subject to closing adjustments) of our shares outstanding immediately prior to the closing date of the Acquisition (the “Acquisition Closing Date”) and (ii) two warrants, each covering $100.0 million of Class A common stock, with the first warrant, with an exercise price of $13.00 per share, exercisable during the period beginning on the first anniversary through the third anniversary of the Acquisition Closing Date, and the second warrant, with an exercise price of $17.88 per share, exercisable during the period beginning on the first anniversary through the fourth anniversary of the Acquisition Closing Date. Under the terms of the Purchase Agreement, completion of the Acquisition is subject to agreed upon closing conditions, including regulatory clearances and required consents. For additional detail on the Acquisition, see the Current Report on Form 8-K filed on August 10, 2026, and Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q. Components of Results of Operations Revenue We continue to design, develop, certify, and bring up manufacturing of our aircraft and do not expect to begin generating significant revenues until we complete the design, development, certification, and manufacturing ramp-up of our aircraft, as well as the development of related technologies and services. We began generating revenue from the leasing of space at Hawthorne Airport in the fourth quarter of 2025. Lease revenue is recognized on a straight-line basis over the lease term, beginning on the lease commencement date. In the second quarter of 2026, we also began generating FBO revenue from aviation fueling, ground handling, and related services at Hawthorne Airport. We expect revenue from both our hangar and FBO operations to increase as we bring additional spaces into service and expand FBO service offerings at Hawthorne Airport. Operating Expenses Cost of Revenue Cost of revenue primarily consists of master ground lease payments to the City of Hawthorne, fuel and supplies costs associated with FBO operations, amortization of operating rights, depreciation and other operating costs. Master ground lease payments are accounted for in accordance with ASC 842, Leases. Fuel and supplies costs are recognized as incurred upon delivery of services. Amortization of operating rights associated with the Hawthorne FBO acquisition is recognized on a straight-line basis over their respective estimated useful lives. All other costs are recognized as incurred. We expect cost of revenue to increase as FBO operations scale and we bring additional spaces into service. Research and Development Research and development activities represent a significant part of our business. Our efforts focus on the design and development of our aircraft and certain systems within it. As part of those activities, we continue to work closely with U.S. and international regulators towards our goal of commercialization. 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 and 33 Table of Contents IT infrastructure costs, and depreciation. We expect research and development expenses to increase significantly as we progress towards commercialization and manufacturing. We cannot determine with certainty the timing, duration or the costs necessary to complete the design, development, certification, and manufacturing bring up 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 and IT infrastructure costs, depreciation, and amortization expense. We expect our general and administrative expenses to increase as we hire additional personnel and consultants to support our operations and comply with applicable regulations. 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 debt. Results of Operations The following table sets forth our condensed consolidated statements of operations for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change $ Change % 2026 2025 Change $ Change % (In millions except percentages) Revenue $ 5.0 $ — $ 5.0 100.0 % $ 6.6 $ — $ 6.6 100.0 % Operating expenses: Cost of revenue 4.3 — 4.3 100.0 % 5.6 — 5.6 100.0 % Research and development (1) 186.0 122.4 63.6 52.0 % 357.7 226.1 131.6 58.2 % General and administrative (1) 93.9 53.7 40.2 74.9 % 177.1 94.0 83.1 88.4 % Total operating expenses 284.2 176.1 108.1 61.4 % 540.4 320.1 220.3 68.8 % Loss from operations (279.2) (176.1) (103.1) 58.5 % (533.8) (320.1) (213.7) 66.8 % Other income (expense), net 1.8 (40.0) 41.8 (104.5) % 22.4 2.0 20.4 1020.0 % Interest income, net 14.2 10.2 4.0 39.2 % 30.6 18.9 11.7 61.9 % Loss before income taxes (263.2) (205.9) (57.3) 27.8 % (480.8) (299.2) (181.6) 60.7 % Income tax expense — (0.1) 0.1 (100.0) % (0.1) (0.2) 0.1 (50.0) % Net loss $ (263.2) $ (206.0) $ (57.2) 27.8 % $ (480.9) $ (299.4) $ (181.5) 60.6 % (1) Includes stock-based compensation expense as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In millions) Research and development $ 41.2 $ 22.9 $ 73.3 $ 34.0 General and administrative 44.4 28.9 82.7 47.9 Total stock-based compensation expense $ 85.6 $ 51.8 $ 156.0 $ 81.9 34 Table of Contents Comparison of the Three and Six Months Ended June 30, 2026 and 2025 Revenue Revenue increased by $5.0 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025 as we generated $3.0 million revenue from FBO operations, $1.0 million revenue from the lease of space at Hawthorne Airport and $1.0 million revenue from other sources. Revenue increased by $6.6 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025 as we generated $3.0 million revenue from FBO operations, $2.0 million revenue from the lease of space at Hawthorne Airport and $1.6 million from other sources. Cost of Revenue Cost of revenue increased by $4.3 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase primarily consisted of fuel and supplies costs associated with FBO operations, amortization of operating rights and master ground lease expense, depreciation, utilities, property taxes, and insurance associated with the leased spaces. Cost of revenue increased by $5.6 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. This increase primarily consisted of fuel and supplies costs associated with FBO operations, amortization of operating rights and master ground lease expense, depreciation, utilities, property taxes, and insurance associated with the leased spaces. Research and Development Research and development expenses increased by $63.6 million, or 52.0%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to increased investment in people and materials to advance technology development. The increase consisted of $27.8 million in personnel-related expenses driven by workforce expansion, $18.3 million in stock-based compensation expense, $12.7 million in engineering services and tools and materials to support our increased research and development activities, and $4.7 million in facilities, travel, and other operating costs. Research and development expenses increased by $131.6 million, or 58.2%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to increased investment in people and materials to advance technology development. The increase consisted of $50.5 million in personnel-related expenses driven by workforce expansion, $39.3 million in stock-based compensation expense, $29.9 million in engineering services and tools and materials to support our increased research and development activities, and $11.8 million in facilities, travel, and other operating costs. General and Administrative General and administrative expenses increased by $40.2 million, or 74.9%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily due to an increase of $15.5 million in stock-based compensation expense, an increase of $9.3 million in professional services and IT infrastructure expenses, an increase of $6.0 million for litigation settlement-related expense, an increase of $5.3 million in personnel-related expenses, driven by an increase in our workforce, and an increase of $4.1 million in facilities, travel, and other operating costs. General and administrative expenses increased by $83.1 million, or 88.4%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily due to an increase of $34.8 million in stock-based compensation expense, an increase of $11.7 million in personnel-related expenses, driven by an increase in our workforce, an increase of $22.1 million in professional services and IT infrastructure expenses, an increase of $8.4 million in facilities, travel, and other operating costs and an increase of $6.0 million for litigation settlement-related expense. Other Income (Expense), Net Other income (expense), net increased by $41.8 million, or 104.5%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily due to non-cash changes in fair value of our warrant 35 Table of Contents liabilities. Refer to Note 12 - Warrants in the accompanying notes to our condensed consolidated financial statements for further details. Other income (expense), net increased by $20.4 million, or 1020.0%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily due to non-cash changes in fair value of our warrant liabilities. Interest Income, Net Interest income, net increased by $4.0 million, or 39.2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to higher interest income from higher average cash, cash equivalents and short-term investments. Interest income, net increased by $11.7 million, or 61.9%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to higher interest income from higher average cash, cash equivalents and short-term investments. Liquidity and Capital Resources As of June 30, 2026, our principal sources of liquidity were cash, cash equivalents, and short-term investments of $1,560.6 million. We have incurred net losses since inception and have not generated any significant revenues to date. We expect to incur additional losses and higher operating expenses for the foreseeable future. We believe that our existing cash, cash equivalents, and short-term investments will be sufficient to fund our operations for at least the next 12 months, including meeting our working capital and capital expenditure requirements. Debt On October 5, 2023, we entered into a $65.0 million credit agreement with Synovus Bank to fund the construction of our Covington, Georgia facility (the “Synovus Loan”). The loan bears interest at secured overnight financing rate (“SOFR”), plus 2.0% subject to a SOFR floor of 0.0% and requires interest-only payments for 36 months or through October 2026, followed by monthly principal and interest payments until maturity on October 5, 2033. The obligations are collateralized by specified cash and financial assets and are guaranteed by certain of our domestic subsidiaries. As of June 30, 2026, the facility was fully drawn at $65.0 million. In connection with the Hawthorne Airport acquisition, we assumed a $16.1 million loan with Banc of California. The loan bears a fixed interest rate of 6.3% and matures in April 2030, with an option to extend to April 2035 at a rate of the five-year U.S. Treasury plus 2.7%. The loan is collateralized by a leasehold deed of trust on the properties. Registered Direct Offerings On February 12, 2025, we closed a registered direct offering in which pursuant to the securities purchase agreement dated February 11, 2025, by and between us and certain institutional investors, we issued and sold 35,500,000 shares of our Class A common stock for gross proceeds of $301.8 million. On June 16, 2025, we closed a registered direct offering in which pursuant to the securities purchase agreement dated June 12, 2025, by and between us and certain institutional investors, we issued and sold 85,000,000 shares of our Class A common stock for gross proceeds of $850.0 million. On November 10, 2025, we closed a registered direct offering in which pursuant to the securities purchase agreement dated November 6, 2025, by and between us and certain institutional investors, we issued and sold 81,250,000 shares of our Class A common stock for gross proceeds of $650.0 million. Vendor Share Issuances During the six months ended June 30, 2026 and 2025, we issued 11,093,897 and 4,331,384 shares of Class A common stock, respectively, to certain vendors to satisfy $70.6 million and $40.2 million of current and future obligations. 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 aircraft, technologies and services to be provided in our planned business lines; •capital expenditures needed to bring up our aircraft manufacturing capabilities, including for both the build out of our manufacturing facilities, component purchases necessary to build our aircraft and support the development of our airline operations, vertiport infrastructure, UAM networks, and development of Hawthorne Airport; •general and administrative expenses as we scale our operations; and 36 Table of Contents •sales, marketing and distribution expenses as we build, brand and market our business lines, products and services. Until such time as we can generate significant revenue from our business operations, we expect to finance our cash requirements primarily through existing cash and cash equivalents, pre-delivery payments, equity issuances, and debt financings. The following includes our short-term and long-term material cash requirements from known contractual obligations as of June 30, 2026: Leases We lease office, lab, hangar, manufacturing and storage facilities in the normal course of business. Under our operating leases as noted in Note 9 - Commitments and Contingencies in the accompanying notes to our condensed consolidated financial statements, we have current obligations of $17.1 million and long-term obligations of $99.6 million. Cash Flows The following table summarizes our cash flows for the periods indicated: Six Months Ended June 30, 2026 2025 (In millions) Net cash provided by (used in): Operating activities $ (305.5) $ (198.0) Investing activities 131.6 (34.1) Financing activities 5.1 1,121.3 Cash Flows From 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 aircraft and thus have not generated any significant revenues from either of our planned lines of business. Our cash flows from operating activities primarily reflect our continued investments to support the growth of our research and development activities and related general and administrative functions. 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 six months ended June 30, 2026 was $305.5 million, resulting from a net loss of $480.9 million, reflecting our continued investment in our research and development activities. The net loss adjustment for non-cash items consists primarily of $156.0 million in stock-based compensation expense, a gain of $26.9 million due to a change in fair value of our warrant liabilities, and $17.9 million in depreciation and amortization. The net cash from changes in our net operating assets and liabilities was $19.4 million. Net cash used in operating activities during the six months ended June 30, 2025 was $198.0 million, resulting from a net loss of $299.4 million, adjusted for non-cash items consisting primarily of $81.9 million in stock-based compensation, and $8.9 million in depreciation and amortization. The net cash provided by changes in our net operating assets and liabilities was $8.9 million. Cash Flows From Investing Activities Net cash provided by investing activities during the six months ended June 30, 2026 was $131.6 million, driven by proceeds from maturities of short-term investments of $230.0 million, partially offset by purchases of property and equipment of $69.7 million and business acquisition of $28.7 million. Net cash used in investing activities during the six months ended June 30, 2025 was $34.1 million, driven by purchases of property and equipment of $28.9 million and acquisition of intangible assets of $5.2 million within the period. Cash Flows From Financing Activities Net cash provided by financing activities during the six months ended June 30, 2026 was $5.1 million, driven by $5.3 million of net proceeds from employee stock option exercises and purchases under our employee stock purchase plan, partially offset by $0.2 million of principal repayments on debt. Net cash provided by financing activities during the six months ended June 30, 2025 was $1,121.3 million, driven by gross proceeds from the registered direct offering of $1,151.8 million, gross proceeds from the First 2024 PIPE Financing of $10.0 million, partially offset by payments of offering costs in connection with financing activities for $44.3 million. 37 Table of Contents Critical Accounting Policies and Estimates Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated 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 Refer to Note 1 - Description of Business and Basis of Presentation in the accompanying notes to our condensed consolidated financial statements for a discussion about accounting pronouncements recently adopted and recently issued and not yet adopted.

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 investments in money market funds. The Synovus Loan accrues interest from and including the date the applicable advance is made but excluding the repayment date at a rate of the SOFR, plus 2.0% subject to a SOFR floor of 0.0%. As of June 30, 2026, we held cash, cash equivalents, and short-term investments totaling $1,560.6 million, primarily in money market funds, U.S. treasuries and corporate bonds. Our investment objectives are to preserve principal and maintain liquidity; we do not invest for trading or speculative purposes. A hypothetical 100 basis point change in interest rates applicable to the Synovus bank loan 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 and our future interest income and expense. Credit Risk Financial instruments, which subject us to concentrations of credit risk, consist primarily of cash, cash equivalents and short-term investments. Our cash, cash equivalents and short-term investments 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. 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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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 condensed consolidated 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. Risks Related to the Proposed Acquisition of the Target Companies The Acquisition may not be completed on the anticipated timeline, or at all, and the Purchase Agreement may be terminated in accordance with its terms. Completion of the Acquisition is subject to the satisfaction or waiver of certain agreed-upon closing conditions, a number of which are not within our control, including receipt of required regulatory approvals and the satisfaction of other conditions specified in the Purchase Agreement. There can be no assurance that all required conditions will be satisfied (or waived) on a timely basis or at all, or that the Acquisition will be completed on the currently anticipated timeline. Delays in obtaining regulatory approvals, including foreign regulatory and export approvals, litigation relating to the transaction, the imposition of conditions, limitations, divestiture requirements or other remedies by governmental authorities, or the failure to satisfy other closing conditions could delay or prevent completion of the Acquisition. In addition, the Purchase Agreement may be terminated in accordance with its terms. The Purchase Agreement also places certain restrictions around equity capital financings prior to the completion of the Acquisition, including by limiting our ability to issue Class A Common Stock below a specified price prior to a specified date, subject to customary exceptions, and by conditioning whether shares issued in an equity financing will be excluded from the calculation of Consideration Shares. These restrictions could limit our financing flexibility prior to the completion of the Acquisition. If the Acquisition is delayed or not completed, we may not realize the anticipated strategic, operational and financial benefits of the transaction, and our business, financial condition, results of operations and stock price could be adversely affected. Consummation of the Acquisition will cause immediate dilution to our existing stockholders. We will also face further dilution if we exercise our right to require Boeing to participate in a future equity offering. On the Acquisition Closing Date, we will issue Boeing a number of shares of Class A Common Stock equal to 19.75% of our shares outstanding immediately prior to Closing, subject to a downward adjustment tied to the Target Companies' estimated cash, indebtedness, and unpaid transaction expenses on the Acquisition Closing Date. If such estimated cash, net of indebtedness and unpaid transaction expenses, is below an agreed target amount, the number of shares issued will be reduced by a number of shares equal in value to such shortfall, based on the volume-weighted average price ("VWAP") of our Class A Common Stock for the five trading days ending on the trading day immediately prior to the Acquisition Closing Date. If such amount instead exceeds the target cash amount, the excess will be provided to Boeing. We will also issue two warrants, each covering $100.0 million of our Class A Common Stock. The number of shares covered by the warrants is determined based on the 5-day VWAP on the trading day immediately prior to the Acquisition Closing Date, with exercise prices of $13.00 and $17.88 per share, respectively. The issuance of the warrants may depress our stock price in anticipation of exercise and will 40 Table of Contents cause further dilution if and when exercised. If we do not obtain stockholder approval of the issuance of the shares underlying the warrants before the warrants are exercisable, we may be required to settle the warrants, in cash rather than shares of our Class A Common Stock, based on the value of our Class A Common Stock at the time of settlement, which could require a significant cash outlay and adversely affect our liquidity and financial condition. In addition, the Company and Boeing have entered into a Forward Equity Purchase Agreement, pursuant to which the Company may require Boeing to participate in an equity offering for up to $55.0 million, at the lowest price per share as other purchasers in such offering. Any issuances under the Forward Equity Purchase Agreement would result in further dilution to our stockholders. Upon consummation of the Acquisition, Boeing will continue to have influence over the Company causing potential conflicts of interest. Following the Acquisition Closing Date, Boeing is expected to hold approximately 16.5% of our outstanding Class A Common Stock (without giving effect to the exercise of any warrants held by Boeing), and will have the right to designate one individual for nomination to our board of directors for so long as it holds at least the number of shares equal to 10% of our outstanding shares immediately prior to the Acquisition Closing Date. Boeing’s interests, including in matters that come before our board, may differ from those of our other stockholders, which could result in stockholder litigation, heightened regulatory or proxy advisor scrutiny, or the need for additional governance safeguards. We have and will incur significant costs in connection with the Acquisition and integration of the Target Companies, which may be in excess of those anticipated by us. We have incurred and expect to continue to incur costs associated with negotiating and completing the Acquisition and integrating the operations of the Target Companies. These costs have been, and will continue to be, substantial. The majority of costs will consist of transaction costs related to the Acquisition and include, among others, fees paid to financial, legal and accounting advisors, filing fees, employee retention costs and other employment-related costs. Many of these costs will be borne by us even if the Acquisition is not completed. If the Acquisition is completed, we will also incur transaction costs, some of which may be unanticipated, related to integrating the Target Companies, including facilities, systems and service contract consolidation costs and employment‑related costs. Additionally, securities or derivative litigation is common following the announcement of transactions like this one and, even if without merit, could result in substantial defense costs or other unanticipated liabilities. The costs described above, as well as other unanticipated costs and expenses, could adversely affect our results of operations and financial condition. We may not successfully integrate the Target Companies or realize the anticipated benefits of the Acquisition on the anticipated timeline or at all. Even if the Acquisition is completed, we may not successfully integrate the Target Companies or realize the expected benefits of the Acquisition on the anticipated timeline or at all. For example, the Target Companies’ technologies and businesses and our existing business operate under different regulatory and customer regimes, and integrating them successfully, including retaining key and security-cleared personnel, may take longer or cost more than expected, or may not succeed at all. In particular, our management team has limited experience operating a business of the type conducted by Insitu, particularly its defense contracting and unmanned systems operations, and may encounter unanticipated operational, regulatory, or customer-relationship challenges in managing that business following Closing. Additionally, we will be newly subject to U.S. and foreign government-contracting and export-control regimes applicable to the combined business, which will require additional compliance investment. The integration may be complex and time-consuming. For these and other reasons, it is possible that the integration process could result in the diversion of management’s attention, the disruption of our ongoing business or inconsistencies in operations, controls, policies and procedures, any of which could adversely affect our business, financial condition and results of operations.