Published 08/17/2023

Horizon Aircraft to list publicly via SPAC company Pono Capital Three

The composite hybrid-electric eVTOL aircraft developer has signed a definitive agreement to merge with Nasdaq-listed Pono Capital Three in an effort to promote its expansion in the AAM market.

Edited by: Grace Stubbins

Senior Managing Editor, CompositesWorld and Products Finishing

Pono Capital Three Inc. (Honolulu, Hawaii), a special purpose acquisition (SPAC) company and Nasdaq-listed, has announced a proposed business merging with Robinson Aircraft Ltd. (Toronto, Ontario), a British Columbia company doing business as Horizon Aircraft. Through this agreement, it is intended that Robinson Aircraft will amalgamate with Pono Three Merger Sub Inc., a wholly owned subsidiary of Pono. Robinson Aircraft stockholders will receive shares of common stock of Pono. In connection with the business combination, it is expected that Pono will redomesticate as a British Columbia company and change its name to Horizon Aircraft Ltd.

Pono and Horizon Aircraft believe that, if consummated, the business combination will promote the expansion of Horizon Aircraft’s business to better position it in the electric vertical takeoff and landing (eVTOL) aircraft technology market (read “Horizon Aircraft completes wind tunnel transition flight testing”).

“Our 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,” Brandon Robinson, CEO of Horizon Aircraft, contends. “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,” Davin Kazama, CEO of Pono, adds. “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.

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 used 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 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. Its closing 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.