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%. 1
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.
