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To-date, we have logged flights over four years across three generations of aircraft, including two years of full scale flight testing with Maker. Incorporated in the years of learnings from test flying Maker into the Midnight program, and we're now able to see the benefits of those efforts take to the sky. This quarter, we continued rapidly advancing our flight test program by beginning to fly our production designed aircraft Midnight. The Midnight aircraft to our knowledge is the largest all-electric VTOL in the world, weighing over 6000 pounds, substantially larger than a competitor's aircraft, which are closer to 4000 pounds or less. This is important because we continue to believe the only way to achieve 1000 pounds of payload is to fly a 6000 pounds or greater aircraft.

We believe that our competitors will eventually need to scale up to the next side, after several redesign cycles in order to support a comparable payload [ph]. The Archer team design Midnight with that weight under the leadership of our COO and Head of Engineering, Tom Muniz; and our Chief Engineer, Geoff Bower. Tom and Geoff have designed, built, flown seven different eVTOLs a piece, understand first-hand the complexities of eVTOL tradeoffs, the requirements necessary to carry a total payload of four passengers and a pilot. When Midnight took off earlier this month, Archer COO, Tom Muniz remarked that after seeing seven eVTOL first flights, the Midnight first flight was by far the best first flight he's ever seen. We'll hear from Tom in a moment and he'll tell you more about why it was the best first flight he's seen, how we got to this point, and how we're working hand in hand with the FAA to ensure timely certification of Midnight, so we can begin commercial service in 2025.

To enable certification, we are ramping up to produce a fleet of six Midnight aircrafts to use in our fore credit testing with the FAA. With our rapid progress on the aircraft development front, we're seeing significant demand for Midnight, both domestically and abroad. In the U.S., our teams are focused on building out launch networks across a number of America's largest cities. We remain on path to make New York City our first launch market in partnership with the City of New York, the Economic Development Council, Mayor Adams office, and the Port Authority of New Jersey and New York. Our aim remains to begin this New York City service with United Airlines, our partner who has placed an up to $1 billion order for up to 200 aircraft. United has already made a $10 billion pre-delivery payment against the first half of this order, and it's the only airline in the world to make a deposit of this size.

I'm grateful to our counterpart, Mike Leskin, at United, who truly pioneered strategic relationships between traditional airlines and eVTOL OEMs, and we're proud to continue working with him as he takes on his new role as EVP and Chief Financial Officer at United. Congratulations Mike! Over the coming weeks and months, you can expect to hear more about how New York City is embracing this new form of transportation, and we'll share more details about how we're working across the other major U.S. cities to bring eVTOL to market. Earlier this year, we announced alongside Governor JB Pritzker and the Chicago Mayor's Office that Archer will help the state of Illinois and City of Chicago achieve its goal of 100% clean energy usage over the coming years.

In Miami, I first met Mayor Suarez over two years ago, and I remain incredibly excited about what all electric air taxis will look like in South Florida, in partnership with him and the state. In Georgia, where we are bringing up our high-volume manufacturing facility with our partners to launch this, we have an unparalleled opportunity to help decongest Atlanta, one of the biggest metros in the country. And we just spent several days in North Texas with Governor Greg Abbott, Ross Perot Jr., and former President George W. Bush to discuss how urban air mobility will fundamentally evolve the fabric of cities like Dallas, Houston and Fort Worth. Finally, right here at home, I'm grateful for the leadership of Governor Newsom and the legislators who have now signed SB 800 into law, establishing the Advanced Air Mobility and Aviation Electrification Committee to assess among other things, pathways for feasible implementation of electrification goals for the aviation industry.

This is critical to enable us to reach our goal of launching our service in 2025 and being available across the San Francisco Bay Area and Los Angeles by the LA Olympics in 2028. Internationally, I am seeing strong demand for Archer’s aircraft all across the globe, from heads of state, civil aviation authorities, and economic development agencies. There are several factors we look at when we think about working with a new region. We want to focus on markets that are large and growing, where we can help attack a fundamental problem with congestion and time savings in that country. We look for top-level government and regulatory support to align stakeholders at all levels efficiently. And we're looking for support from like-minded commercial partners in the region that can help us navigate the right way to do business in the country.

Last month, I had the honor of announcing our first international market, which meets all these criteria and more. The UAE, home to the burgeoning cities of Dubai and Abu Dhabi, and more importantly, a steadfast commitment to innovation and green transportation. We, of course, have been deeply familiar with the UAE for years, counting Mubadala, Abu Dhabi's sovereign wealth fund, as an investor since we went public in 2021. A few weeks ago, we deepened our collaboration with the UAE as we announced with the Abu Dhabi Investment Office, ADIO, a government entity responsible for economic development across the country, plans for ADIO to provide incentives for us to launch electric air taxis and build out an international hub in the country. I had the pleasure of traveling to Abu Dhabi to sign this agreement with his Excellency, Badr Al-Olama, ADIO's Director General, alongside his Highness Sheikh Hamdan bin Mohamed bin Zayed Al Nahyan, some of the UAE's most prominent innovators across multiple transportation sectors.

This planned strategic initiative is multifaceted and includes plans to launch air taxi services across Dubai and Abu Dhabi, as well as an opportunity to bring R&D to the country. We recently hosted UAE's Civil Aviation Authority, the General Civil Aviation Authority, GCAA, here in California, where they were able to see Midnight in our manufacturing facility. We're proud to have their strong support to certify Midnight alongside the FAA to enable commercial entry as soon as possible, as well as the partnership of Falcon Aviation, one of the country's leading rotorcraft operators, and GAL-AMMROC, an MRO leader across the country, both of whom we announced MOUs with. In celebration of this strategic initiative to bring Archer to the UAE, we have worked with our longtime investor of Mubadala, Abu Dhabi's Sovereign Wealth Fund, to showcase our Midnight aircraft to the region for the first time at next week's Dubai Air Show, as well as the Conference on Aviation and Alternative Fuels hosted by the GCAA the following week in Dubai.

On the heels of the UAE initiative, I'm excited about our announcement earlier today that Archer and InterGlobe Enterprises, India's foremost air travel and hospitality conglomerate, plan to launch an electric air taxi service together across India in 2026. Earlier this week in New Delhi, my team held a signing ceremony with Rahul Bhatia, the Group Managing Director of InterGlobe, to announce our plans to work with InterGlobe to bring safe, sustainable and low-noise electric air taxi services to some of the most highly populated cities in the world. As part of the initiative, we will work with InterGlobe to set up an entity and will work with select in-country business partners to operate Archer's Aircraft, enhance and build vertiport infrastructure, and train pilots and other personnel needed for these operations.

InterGlobe and Archer also anticipate the purchase of up to 200 of our Midnight aircraft as we bring up operations. India is an incredibly important market for eVTOL, and it has the potential to be one of the largest in the world, with Delhi, Bengaluru and Mumbai being our initial focus where congestion costs cities over $22 billion annually. In these cities, traffic congestion contributes to 20% to 25% of the outdoor pollution, and I hope that Archer can be a part of reducing that over the next decade. I founded Archer to help give back time to millions of people and to make cities smarter, better, cleaner, more efficient places to live. Now that Midnight is flying and we are well along the pathway to commercialization, it's clear that major cities around the world have the same goals as Archer does.

We're excited to work with them to bring electric air taxis to market. With that, I'll hand it over to Tom to talk about the latest progress with Midnight.

Tom Muniz : Thanks, Adam. My team and I were thrilled to see Midnight take to the skies for the first time a few weeks ago. This was the seventh full-scale eVTOL first flight that I've helped lead, and I can confidently say that it was the most special one yet for several reasons. First, Midnight is the only flight program which the team and I have intentionally designed to certify and bring to market. After spending almost 15 years of my career in this space, almost all of those focused purely on R&D, I'm proud to say that we are now closer than ever to bringing a certified aircraft to market. Second, Midnight is the largest eVTOL for which I've led a program with a max gross weight of over 6,000 pounds and a wingspan of almost 50 feet.

And lastly, our team did an exceptional job of pulling together to make it happen, and they delivered a safe and flawlessly executed flight. Midnight's first flight was an important milestone, and it was just one of many big wins we have had recently as we continue executing our design, certification, and commercialization strategy, building on almost two years of flight testing experience and data from our Maker aircraft. Our strategic plan to use Maker as a technical and certification testbed continues to pay dividends. We intentionally designed Midnight to share the same configuration as Maker so that we benefit directly from all of the previous aircraft performance learnings and data. This enables us to model and simulate Midnight flight behavior more accurately.

Given that foresight, we've been able to apply a tremendous amount of efficiencies from maker's flight test program directly to Midnight. This in turn truncates and actually accelerates our feedback loops as we advance Midnight through its flight test program. Over the coming months, we will drive Midnight through the full flight envelope, first without a pilot onboard, and then we expect to begin piloted flight testing mid next year. Our suppliers continue to accelerate manufacturing of parts for our piloted conforming Midnight aircraft. We'll begin the final assembly integration of the piloted aircraft early next year, so that we can start flight testing in the middle of the year. We plan to have the majority of the systems on the first piloted aircraft, as well as the aerodynamic shape, conform to the type design.

We continue to be on the path to building a fleet of six aircraft that we can use in company testing, and most importantly, for credit testing with the FAA. When I started our R&D program for Maker at Midnight, we made an incredibly important product decision to partner with leading suppliers to provide many of the key systems and components on our aircraft, rather than vertically integrate everything. I made this decision based on 15 years of experience across seven retails, with a strong belief that this path of leveraging the best partners in the industry will significantly reduce our certification scope, in turn, provide the fastest path to market, but also provides an aircraft with exceptional performance and operating economics. By leveraging key products with certification heritage from companies such as Honeywell, Garmin, and Safran, we take advantage of many years of prior work with our partners, and also leverage the decades of experience their teams have as we collaborate to bring Midnight to market.

Because of this unique strategy, my team at Archer can maintain laser focus on system integration testing and certification. It also means that on the manufacturing side, our supplier partners deliver turnkey conforming hardware directly to our final assembly facilities and certification test labs. Again, this dramatically reduces scope and costs and simplifies our certification path. As we've discussed before, the one area we did intentionally choose to develop in-house is our powertrain. This past quarter, we have continued to progress in maturation of our designs and production capabilities. We are beginning to transition from prototype-style manufacturing to pilot production, and the team is working tirelessly to commission equipment to support our battery and engine production.

In the same vein of partnering for a faster, lower-risk path to market, this week we announced a first-of-its-kind partnership with BETA to accelerate an interoperable charging system across the electric aviation industry. The goal of this collaboration is to spur the widespread rollout of an interoperable electric charging network that follows the standards outlined by GAMA and supports the broad electrification of vehicles. Notably, this GAMA-endorsed standard is harmonized with York's standard, UOK-ED308. These charging systems are already in use at 14 locations across the eastern U.S., and development work is underway to install them at another 55 locations along the east and west coasts, as well as at Archer's flight test facilities in California.

On the certification front, I'm excited to share that earlier this week we met with a broad group at the FAA to review the latest airworthiness criteria in our certification basis. This discussion was the culmination of the FAA's work to finalize our proposed airworthiness criteria, which was published in the Federal Register last year. This is a pivotal moment as we and our partners at the FAA now have a clear blueprint for the finalized airworthiness criteria that we will utilize in order to get our type certificate for Midnight. As a reminder, we are one of only two eVTOL companies for whom the FAA has published draft airworthiness criteria in the Federal Register, and my understanding is that the FAA is now on the cusp of publishing our final rule.

While we have made tremendous progress collaborating with the FAA in many areas of our needs of compliance and certification plans over the past year, much of the progress has been provisional, pending our final rule publication in the Federal Register. This is why we have not given precise numbers for the exact status of the percentage of MOCs or cert plans accepted, as we feel that it doesn't accurately and transparently reflect the status. Our team has carefully analyzed the updated airworthiness criteria, and I'm happy to report that so far we don't anticipate any changes which would require a change to the Midnight design in order to comply. I want to give a special thanks to the policy team at the FAA for working tirelessly through this complex process to get us to this point.

As a notable example of our other recent progress with the FAA, we recently completed a critical week-long full credit review with the FAA of all aspects of our software certification, including the plan for certification for our flight control software. We passed this formal audit with flying colors, having fewer findings across all of the data reviewed. Lastly, we're thrilled that the Senate has confirmed a new permanent FAA administrator, Michael Whitaker, who comes from the eVTOL industry. While there are many critical priorities for him to address, we were pleased to see his public comments supporting the prior administration's goal of getting initial eVTOL aircraft into service in 2025. And now, I'll turn it over to Mark.

Mark Mesler: Thanks, Tom. As we advance to our goal of beginning commercial operations in 2025, not only am I excited about the technical and commercial progress Archer is making, I am pleased to see proof points that our overarching strategy of creating the most efficient and capital-like path to market is taking shape. Two concrete examples that our strategy is working manifest themselves in the construction of our high-volume factory in Covington, Georgia, and our operating expense structure compared to the industry. Let me provide further color on each of these proof points. Recall that we are building our high-volume manufacturing facility on approximately 100 acres in Covington, Georgia. As part of our capital-like path to market, and as Tom discussed, we are leveraging the mature aerospace industry supplier base to develop and build most of our components from Midnight.

We are only developing key differentiating technologies in-house, primarily our powertrains. We will essentially be performing final assembly and test work at our Georgia factory, similar to the automotive industry manufacturing process. Phase one of the factory, when completed next summer, will be roughly a 320,000 square foot factory with a capacity to assemble and test up to 650 aircrafts per year. Our construction costs for this phase of the factory will be about $65 million. As we announced manufacturing plans in the industry, we believe that we have the highest factory unit output for the smallest factory footprint than others. Further, our factory construction costs is a fraction of others that have been announced. This data validates our capital-like development and manufacturing strategy.

Last quarter, I discussed in detail how our current operating expense structure includes quarterly non-recurring investments alongside some key suppliers to support the development and manufacturing setup of many of our Midnight components. That framework allows us to execute a lower operating cost development model by avoiding the ongoing structural spending of headcount to develop those other individual technologies. Further, we do not have to build out manufacturing capability, capacity and headcount to manufacture the components we are sourcing from mature aerospace supply base. The factory metrics that we are achieving with construction costs, size and output of our Georgia factory are an outcome of that strategy. Finally, we believe this strategy also de-risks our certification efforts and time to market should we have developed those technologies internally.

Our quarterly 2023 spending profile is made up of our core expenses for ongoing operations in addition to non-recurring investments for vendors to establish our supply base. Our total non-GAAP operating expenses for the first three quarters of 2023 were approximately $225 million. Included in those expenses were about $45 million of non-recurring investments and spending at vendors. Backing those non-recurring amounts out, yields about $180 million of normalized core expenses to operate the business. On average, about a $60 million per quarter run rate. That level of spending is our core structural operating spending that will persist into 2024 and we'll see non-recurring investments start to tail off in 2024. Taking stock of everything Archer has achieved over the past five years across technology development, culminating in the Midnight Flight Test campaign, our certification progress that has put us in a leadership position in the industry and building our factory in Georgia, we are achieving this with a lower expense structure than other leaders in the industry.

Now let's get to our financial performance for Q3 of 2023. On a GAAP basis, total operating expenses for Q3 ‘23 were $46.2 million, which were at the middle of our Q3 ‘23 estimates. These expenses included $59.1 million of non-cash credit for certain RSU grants that were forfeited for our prior estimates for the quarter. That non-cash credit was partially offset by $31.7 million of stock-based compensation expenses and $4.4 million of foreign expenses for our warrants issued to Stellantis. We achieved a net loss of $51.6 million for the quarter. Non-GAAP operating expenses for the quarter were $66.9 million, which were below the lower end of our estimates range of $75 million to $85 million due to the timing of vendor-related expenses. The $66.9 million included approximately $10 million of non-recurring vendor spending.

We incurred an adjusted EBITDA loss of $64.8 million, a non-GAAP measure which is outlined and reconciled in our shareholder letter. Our operating expenses continue to be primarily driven by investments in headcount, aircraft parts and materials, tooling, testing and other non-recurring supplier costs in supporting infrastructure required to scale our business. We have approximately $600 million of available liquidity in the business. That liquidity is made up of the $461.4 million of cash and cash equivalents and $7.3 million of restricted cash on our balance sheet at the end of the quarter. Stellantis' $70 million investment which we received October 16th and the remaining $55 million from the Stellantis equity option previously discussed.

Recall that we have other opportunities for non-dilutive cash receipts in the form of predelivery payments from United and other potential future orders from our DoD contract, for which we received our first approximately $1 million payment in Q3 of ‘23. Finally, for Q4 of ‘23, we anticipate total GAAP operating expenses of $100 million to $110 million. Total non-GAAP operating expenses for Q4 of ‘23 are anticipated to be between $75 million to $85 million, including $10 million to $15 million of non-recurring spending at vendors. For 2023, this yields $300 million to $310 million of non-GAAP operating expenses, which includes $55 million to $65 million of non-recurring spending at vendors. Operator, we will now open the call up for questions.

Operator: Thank you. We will now begin the Q&A session. [Operator Instructions] Our first question is from Bill Peterson with JP Morgan. Your line is now open.

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