Horizon Aircraft, an electric Vertical TakeOff and Landing (eVTOL) aircraft developer, announces the signing of a definitive agreement to go public via a business combination with Pono Capital Three, Inc., a Nasdaq listed company.

Honolulu, Hawaii and Toronto, Canada, August 16, 2023  -- 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.

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.