Pono Capital Three, Inc. (NASDAQ: PTHR, PTHRU and PTHRW), a special
purpose acquisition company (“Pono”), has announced the execution
of a definitive Business Combination Agreement (the “Business
Combination Agreement”) with Robinson Aircraft Ltd. (the “Target
Company”), a British Columbia company doing business as Horizon
Aircraft (“Horizon Aircraft”). Pursuant to the Business Combination
Agreement, it is intended that the Target Company will amalgamate
with Pono Three Merger Sub, Inc., a wholly owned subsidiary of
Pono, with the resulting combined company continuing as a wholly
owned subsidiary of Pono. Stockholders of the Target Company will
receive shares of common stock of Pono (the “Business
Combination”). In connection with the Business Combination, it is
expected that Pono will redomesticate as a British Columbia company
(the “Redomestication”) and change its name to “Horizon Aircraft
Ltd.” or such other name as may be determined by the Target
Company.
Pono and Horizon Aircraft believe that, if
consummated, the Business Combination will promote the expansion of
Horizon Aircraft’s business to better position Horizon Aircraft as
a global leader in eVTOL aircraft technology.
“Our unique hybrid electric VTOL concept is
based on patented ducted fan-in-wing technology that allows our
aircraft to fly faster, farther, and carry more payload than many
of our competitors,” said Brandon Robinson, CEO of Horizon
Aircraft. “We designed the X7 with safety, durability, and
operational versatility in mind. The combination of high
performance, a tough design, and positive economics has resonated
with potential customers. We have received significant interest for
its use in a broad number of mission specific tasks such as
emergency medical services, aerial firefighting, disaster relief,
and various military special operations.”
“Horizon Aircraft’s hybrid electric eVTOL flies
98% of its mission exactly like a normal aircraft and can recharge
itself during flight or after its mission,” said Davin Kazama, CEO
of Pono. “In addition to obvious performance and safety benefits,
this should also simplify the certification process. Ultimately
this aircraft will help to redefine the way people and goods are
moved at the regional scale, and we are excited to be part of
building a better future with Horizon Aircraft.”
Horizon’s versatile technology has already
received global recognition, including funding support from the
U.S. Department of Defense. Horizon has also received numerous
Canadian grants, and the Canadian government recently pledged $350
million to support the country’s sustainable aviation industry.
According to Allied Market Research, the global
Urban Air Mobility (UAM) market is projected to surpass $30 billion
in revenue by 2031 with a compound annual growth rate (CAGR) of
more than 30%.
Transaction Overview
The transaction values Horizon Aircraft at $96
million, which is expected to result in a combined pro forma equity
value of approximately $216 million before expenses, assuming no
redemptions in the Business Combination. A Forward Purchase
Agreement with Meteora Capital will be utilized in this
transaction. The cash proceeds raised in the transaction, after any
redemptions and payment of transaction expenses, are anticipated to
be used for the further development of the Cavorite X7, Horizon
Aircraft’s flagship hybrid electric eVTOL, and for general company
operating purposes.
The boards of directors of Horizon Aircraft and
Pono have unanimously approved the Business Combination Agreement
and the proposed transactions. The closing of the Business
Combination and related transactions are subject to approval by
Pono stockholders and Horizon Aircraft’s shareholders, and are also
subject to other customary closing conditions. It is currently
expected that the transaction will close in the fourth quarter of
2023 or the first quarter of 2024, assuming such closing conditions
are met.
About Horizon
Aircraft
Horizon Aircraft is an advanced aerospace
engineering company that has developed the world's first eVTOL that
can fly most of its mission exactly like a normal aircraft while
offering industry-leading speed, range, and operational utility.
Our unique designs put the mission first and prioritize safety,
performance, and utility. Our Cavorite X7 eVTOL is designed to
enter the market quickly and service a broad spectrum of early use
cases.
About Pono Capital
Three, Inc.
Pono is a special purpose acquisition company
whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses or
entities. Pono’s units started trading on the Nasdaq Global Market
on February 14, 2023 under the ticker symbol “PTHRU.” The Class A
common stock trades under the symbol “PTHR” and the warrants under
the symbol “PTHRW,” respectively.
Advisors
Nelson Mullins Riley & Scarborough LLP is serving as U.S.
legal counsel and Fang and Associates is serving as Canadian legal
counsel to Pono in the transaction. Dorsey & Whitney LLP is
serving as U.S. legal counsel and Gowling WLG (Canada) LLP is
serving as Canadian legal counsel to Horizon Aircraft in the
transaction.
Important Information About the Proposed Merger and
Where to Find It
This press release relates to a proposed
business combination transaction among the parties set forth above
referred to above and herein as the Business Combination. Pono
intends to file a registration statement on Form F-4 (the
“Registration Statement”) with the SEC which will include
preliminary and definitive proxy statements to be distributed to
Pono’s shareholders in connection with Pono’s solicitation for
proxies for the vote by Pono’s shareholders in connection with the
proposed business combination, the Redomistication and other
matters as described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued to
Pono’s shareholders in connection with the Redomestication. A full
description of the terms of the Business Combination will be
provided in a proxy statement of Pono with respect to the
solicitation of proxies for the special meeting of stockholders of
Pono to vote on the Business Combination (the “Proxy Statement”).
This communication is not intended to be, and is not, a substitute
for the Proxy Statement or any other document Pono has filed or may
file with the Securities and Exchange Commission (“SEC”) in
connection with the proposed transactions. Each of Horizon Aircraft
and Pono urge its investors, stockholders and other interested
persons to read, when available, the Proxy Statement as well as
other documents filed with the SEC because these documents will
contain important information about Horizon Aircraft , Pono, and
the Business Combination. After the Registration Statement has been
filed and declared effective, a definitive proxy statement will be
mailed to stockholders of Pono as of a record date to be
established for voting on the Business Combination. Before making
any voting or investment decision, investors, and stockholders of
Pono are urged to carefully read the entire Proxy Statement, when
it becomes available, and any other relevant documents filed with
the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed Business Combination and Redomestication. Once
available, Pono shareholders and other interested persons will also
be able to obtain a copy of the Proxy Statement, and other
documents filed with the SEC, without charge, by directing a
request to: Pono Capital Three, Inc., 643 Ilalo Street, #102,
Honolulu, Hawaii 96813, (808) 892-6611, or on the SEC’s website at
www.sec.gov.
Participants in Solicitation
Horizon Aircraft and Pono, and their respective
directors and executive officers, may be deemed participants in the
solicitation of proxies of Pono’s stockholders in respect of the
proposed Business Combination. Information about the directors and
executive officers of Pono and their ownership is set forth in
Pono’s filings with the SEC, including its prospectus relating to
its initial public offering, which was filed with the SEC on
February 14, 2023. Pono’s stockholders and other interested persons
may obtain more detailed information about the names and interests
of the directors and officers of Horizon Aircraft and Pono in the
Business Combination will be set forth in Pono’s filings with the
SEC, including, when filed with the SEC, the preliminary proxy
statement/prospectus and the amendments thereto, the definitive
proxy statement/prospectus, and other documents filed with the SEC.
These documents can be obtained free of charge from the sources
specified above and at the SEC’s web site at www.sec.gov.
This press release does not contain all the
information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the Business
Combination. Before making any voting or investment decision,
investors and security holders are urged to read the Proxy
Statement and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed Business
Combination as they become available because they will contain
important information about the proposed Business Combination.
No Offer of Solicitation
This press release will not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the Business Combination. This
press release will also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act, as amended, or an exemption therefrom.
Forward-Looking Statements
The information in this press release contains
certain “forward-looking statements” within the meaning of the
“safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995 with respect to the proposed Business
Combination. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result” and similar expressions, but
the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Actual results may differ from
their expectations, estimates and projections and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
Business Combination may not be completed in a timely manner or at
all, which may adversely affect the price of Pono’s securities;
(ii) the failure to satisfy the conditions to the consummation of
the Business Combination, including the approval of the definitive
business combination agreement by the stockholders of Pono; (iii)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the definitive business
combination agreement; (iv) the outcome of any legal proceedings
that may be instituted against any of the parties to the business
combination agreement following the announcement of the entry into
the business combination agreement and proposed Business
Combination; (v) redemptions exceeding anticipated levels or the
failure to meet The Nasdaq Market’s initial listing standards in
connection with the consummation of the proposed Business
Combination; (vi) the effect of the announcement or pendency of the
proposed Business Combination on Horizon Aircraft’s business
relationships, operating results and business generally; (vii)
risks that the proposed Business Combination disrupts the current
plans of Horizon Aircraft; (viii) changes in the markets in which
Horizon Aircraft competes, including with respect to its
competitive landscape, technology evolution or regulatory changes;
(ix) the risk that Pono and Horizon Aircraft will need to raise
additional capital to execute its business plans, which may not be
available on acceptable terms or at all; (x) the ability of the
parties to recognize the benefits of the business combination
agreement and the Business Combination; (xi) the lack of useful
financial information for an accurate estimate of future capital
expenditures and future revenue; (xii) statements regarding Horizon
Aircraft’s industry and market size; (xiii) financial condition and
performance of Horizon Aircraft and Pono, including the anticipated
benefits, the implied enterprise value, the expected financial
impacts of the Business Combination, potential level of redemptions
of Pono’s public stockholders, the financial condition, liquidity,
results of operations, the products, the expected future
performance and market opportunities of Horizon Aircraft; and (xiv)
those factors discussed in Pono’s filings with the SEC and that
that will be contained in the Proxy Statement relating to the
Business Combination. You should carefully consider the foregoing
factors and the other risks and uncertainties that will be
described in the “Risk Factors” section of the Proxy Statement and
other documents to be filed by Pono from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward- looking
statements, and while Horizon Aircraft and Pono may elect to update
these forward-looking statements at some point in the future, they
assume no obligation to update or revise these forward-looking
statements, whether as a result of new information, future events
or otherwise, subject to applicable law. None of Horizon Aircraft
or Pono gives any assurance that Horizon Aircraft and Pono will
achieve their respective expectations.
Contacts
Pono Capital Three, Inc.Inquiries (PR):643 Ilalo St.
#102,Honolulu, Hawaii 96813Phone: (808)
892-6611Davin@PonoCorp.com
Horizon AircraftInquiries (PR): 3187 Highway 35Lindsay,
OntarioK9V 4R1
Phil AndersonEmail: phil@perceptiona.comMobile: +44 (0)7767
491 519
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