Archer HSR Waiting Period Expires for Three Boeing Subsidiaries

Archer Aviation Inc. (ACHR ) announced on September 24, 2026 that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had expired with respect to the previously announced agreements under which Archer will acquire Boeing’s Wisk Aero, SkyGrid and Insitu subsidiaries. The expiration occurred at 11:59 p.m. EDT on September 18, 2026.

Archer said the expiration satisfies a key condition to closing the transaction. Completion remains subject to the satisfaction or waiver of other customary closing conditions, including receipt of certain other regulatory approvals, which the company said are underway. Archer said the transaction is expected to close by the end of 2026.

According to the company, the transaction is set to create an end-to-end physical AI platform for aerospace and defense, combining the three subsidiaries’ autonomy, electric vertical takeoff and landing (eVTOL) aircraft, unmanned aircraft systems (UAS) and airspace-intelligence technologies with Archer’s product suite and its purpose-built AI foundation model, ZEE.

The August Agreement

Boeing and Archer announced on August 10, 2026 that they had signed definitive agreements for Archer to acquire the three subsidiaries. The companies said the transaction adds a profitable defense business generating over $200 million in annual revenue, a figure the announcement footnoted as based on Insitu’s current financials and financial estimates, with operations across 35 countries. According to the companies, the three businesses bring nearly two million combined flight hours.

Under a collaboration and technology-sharing arrangement entered into with the transaction, Boeing will retain access to Wisk’s core autonomous flight technology for its current and next-generation commercial and defense aircraft, the companies said. Boeing will also take a stake in Archer and become a strategic partner.

“This is a watershed moment for Archer and the future of physical AI in aerospace and defense,” Archer founder and CEO Adam Goldstein said in the August announcement.

According to that announcement, Wisk has designed, built and flown six generations of eVTOL aircraft and amassed more than 1,700 flight tests. SkyGrid has built a ground-based, aircraft-agnostic air traffic management solution. Insitu designs, develops and manufactures uncrewed aircraft systems used in intelligence, surveillance and reconnaissance, and has manufactured and fielded more than 3,500 UAS supporting the armed forces of 35 nations, with offices in the United States, Australia, the United Kingdom and the United Arab Emirates.

Moelis & Company (MC ) LLC is acting as financial advisor to Archer and Fenwick & West LLP as outside counsel, while J.P. Morgan Securities LLC serves as financial advisor to Boeing and Mayer Brown LLP as outside counsel, according to the announcement.

Filed Terms and Closing Conditions

Archer entered into the definitive Equity Purchase Agreement with Boeing on August 9, 2026 to acquire all of the equity interests of Wisk Aero LLC, SkyGrid, LLC and Insitu, Inc., together with certain related entities including Insitu Pacific Pty Ltd, Wisk Australia Pty Ltd and Boeing Emirates Ltd, according to a Form 8-K filed with the Securities and Exchange Commission.

As consideration, the filing states, Archer will issue Boeing at closing a number of shares of Class A common stock equal to 19.75% of the Class A shares outstanding immediately prior to closing, subject to customary adjustments based on the target companies’ cash position relative to an agreed cash target, net of indebtedness and transaction expenses, with any excess above the target to be provided to Boeing and any shortfall reducing the number of shares issued. Archer will also issue two warrants, each covering a number of shares equal to $100 million divided by the volume weighted average price of Archer’s Class A common stock for the five trading days ending immediately before the closing date. The first warrant is exercisable at $13.00 per share during the period from twelve to thirty-six months after closing, and the second at $17.88 per share from twelve to forty-eight months after closing.

Boeing agreed not to sell or transfer the consideration shares for twelve months following closing, subject to customary exceptions. The warrants may not be exercised to the extent doing so would cause Boeing and its affiliates to beneficially own 19.9% or more of the outstanding Class A shares or of the combined voting power, a limitation Boeing may waive at its discretion. The consideration shares and warrants will be issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.

Closing conditions listed in the filing include the expiration or termination of the HSR waiting period together with receipt of certain approvals under laws regulating national security or foreign direct investment, which the agreement designates the Regulatory Condition; the absence of legal restraints; the accuracy of representations and warranties; compliance with covenants; the absence of a Material Adverse Effect; and approval of the consideration shares for listing on the New York Stock Exchange. Either party may terminate the agreement if the closing has not occurred by May 9, 2027, a date each party may extend by three months if all conditions other than the Regulatory Condition have been satisfied or are capable of being satisfied at closing.

The parties will also enter into a set of related agreements at closing, per the filing. Under a registration rights agreement, Archer must file a resale registration statement covering the consideration shares, the warrants and the underlying warrant shares within ten days after closing. A governance side letter gives Boeing the right to designate one nominee to Archer’s board for so long as it beneficially owns at least 10% of the Class A shares outstanding immediately prior to closing, and requires Archer to call a special meeting of stockholders within sixty days of closing, or ninety days if an annual meeting is scheduled within that period, to seek approval of the share issuance. If that approval is not received by the time the warrants first become exercisable, the warrants will automatically be exchanged for replacement warrants that settle in cash until approval is obtained.

An intellectual property cross-license agreement will grant Archer and Boeing reciprocal worldwide licenses to certain intellectual property, subject to restrictions on each party’s use. Under a transition services agreement, Boeing will continue providing certain operational services to the target companies for a limited period following closing, at cost, and the target companies will provide a more limited set of services to Boeing. A restrictive covenant agreement bars Boeing from soliciting continuing employees of the target companies for three years after closing.

Under a forward equity purchase agreement described in the filing, Archer may, on a single occasion and at its discretion, sell Boeing up to $55 million of Class A shares in connection with a third-party equity offering expected to raise at least $400 million in gross proceeds, at the lowest per-share price paid by investors in that offering, at any time until the later of March 31, 2027 and three months after the closing date, subject to stockholder approval and other conditions.