Robinson Aircraft Ltd., doing business as Horizon Aircraft
(“Horizon Aircraft” or the “Company”), a hybrid electric Vertical
TakeOff and Landing (“eVTOL”) aircraft developer, which previously
announced that it would become a public company via a business
combination with publicly-traded special purpose acquisition
company, Pono Capital Three, Inc. (“Pono”)(Nasdaq: PTHR), today
announced its Board of Directors, effective at the closing of its
business combination.
The post-merger Horizon Aircraft Board of
Directors will be led by Brandon Robinson, Founder and Chief
Executive Officer of Horizon and is comprised of five (5) directors
that bring considerable field operations, corporate governance and
executive management experience across the aviation and technology
sectors.
Brandon Robinson, Founder, Chief Executive
Officer and Chairman of Horizon Aircraft commented, “We are
grateful to have inspired both experienced public and private
company executives to help shape the trajectory of Horizon
Aircraft. Each member brings distinct operating skills that will
help us execute sharply as we move into 2024. I look forward to
working in partnership with this elite group to continue the
development of our groundbreaking technology.”
The composition of the post-merger Horizon
Aircraft Board of Directors includes:
Brandon Robinson, Founder, Chief
Executive Officer and Chairman
Brandon is the co-founder and CEO of Horizon
Aircraft. Prior to the launch of Horizon Aircraft, Brandon flew
CF-18s in the Royal Canadian Air Force for nearly 20 years and had
the distinction of graduating from the Canadian Top Gun training
school. In the final years of his military career Brandon was
entrusted with managing major capital projects totaling over $4B,
was involved in the acquisition of the F-35 and helped design the
strategic plan to extend the functional life of the CF-18.
Brandon has a Bachelor of Mechanical Engineering
from Royal Military College, an MBA from Royal Roads University,
has co-authored several successful aerospace patents, and holds an
Airline Transport Pilots License. His deep operational experience
alongside a passion for technical innovation has propelled Horizon
Aircraft to the forefront of the Advanced Air Mobility
movement.
Jason O’Neill, Chief Operating Officer
and Director
With more than 20 years of senior leadership
experience, Mr. O’Neill brings a wealth of knowledge focused on
launching products, scaling teams, effectively managing capital,
and ensuring the security of organizational processes and data. He
has managed multimillion-dollar projects across healthcare,
finance, and smart cities, and has navigated enterprise strategy
vital to the highly regulated aerospace industry. Mr. O’Neill is
especially successful serving as a calming force for the chaos
inherent in fast moving, high-tech environments.
From 1999 to 2011, Mr. O’Neill served as the
Director of Product and Strategy at Centtric providing sales,
marketing, and product strategy support to fuel the company’s
growth trajectory. Mr. O’Neill joined ThoughtWire from 2012 to
2021, exiting as the Director of Product and Data, with his tenure
focused on providing digital twin solutions for companies in the
Healthcare and Smart Buildings industries.
Trisha Nomura, Independent
Director
Trisha Nomura serves as an independent director
and chairperson of the Audit Committee of Horizon Aircraft. Ms.
Nomura currently serves as an independent director of the boards of
each of Pono and Pono Capital Two, Inc. (NASDAQ: PTWO), and serves
as the chairperson of Pono’s Audit Committee. In 2018, Ms. Nomura
became the owner and operator of consulting firm, Ascend
Consulting, LLC. Prior to Ascend, Ms. Nomura served as the Chief
People Officer of ProService Hawaii. From 2014 through 2016, Ms.
Nomura held rank at HiHR as the Chief Operating Officer, a
promotion from her prior role as the Vice President of Strategic
Services.
Ms. Nomura is a CPA, not in public practice, and
a CGMA. Ms. Nomura earned her Master of Accountancy degree at the
University of Hawaii at Manoa and her Bachelor of Science in
Business Administration in accounting from Creighton
University.
John Maris, Ph.D.,
Independent Director
John Maris serves as an independent director of
Horizon Aircraft. Since 2008, Dr. Maris has held the role of Chief
Executive Officer of Advanced Aerospace Solutions, LLC (“Advanced
Aerospace”), serving as the principal flight-test investigator and
test pilot for NASA’s Traffic Aware Strategic Aircrew Request
technology. Since 1995, Dr. Maris has also served as President and
Chief Executive Officer of Marinvent Corporation, a company
established to develop procedures and technologies to increase the
efficiency and reduce the risk of aeronautical programs. From 1993
to 1995, Dr. Maris served as the Mobile Servicing System Control
Equipment Manager for the International Space Station for the
Canadian Space Agency. Prior to his tenure with the Canadian Space
Agency, Dr. Maris was a project officer and experimental test pilot
for the Canadian Department of National Defence.
Dr. Maris is a veteran of the Royal Canadian Air
Force and graduated from the United States Air Force Test Pilot
Course at Edwards Air Force Base in California. Dr. Maris received
his Ph.D. from Embry Riddle Aeronautical University (“ERAU”),
earning his doctorate in Aviation Safety and Human Factors. Dr.
Maris also holds a Master of Aeronautical Science degree and a
Master of Aviation Management degree, both with Distinction, from
ERAU.
John Pinsent, Independent
Director
John Pinsent serves as an independent director
of Horizon Aircraft. In 2004, Mr. Pinsent founded St. Arnaud
Pinsent Steman Chartered Professional Accountants (“SPS”), a
chartered professional accounting firm based in Edmonton, Alberta,
Canada. Prior to SPS, Mr. Pinsent worked for ten years at Ernst
& Young LLP, earning his Chartered Accountants designation in
1996. From 1986 to 1994, Mr. Pinsent served as the Controller and
Vice President Finance of an Alberta based international retail
organization.
Mr. Pinsent earned his Bachelor of Education and
Bachelor of Commerce (AD) degrees at the University of Alberta, has
an ICD.D designation from the Institute of Corporate Directors and
became a Forensic Certified Public Accountant in 2013. Mr. Pinsent
serves as a board member of Enterprise Group, Inc. (TSX: E.TO), a
Toronto Stock Exchange public company that provides specialized
equipment and services in the build out of infrastructure for
energy, pipeline, and construction industries. He also sits on the
board of directors of several private companies and supports
numerous non-profit and philanthropic initiatives.
About Horizon Aircraft
Horizon Aircraft is an advanced aerospace
engineering company that is developing one of the world’s first
hybrid eVTOL that is to be able to fly most of its mission exactly
like a normal aircraft while offering industry-leading speed,
range, and operational utility. Horizon’s unique designs put the
mission first and prioritize safety, performance, and utility.
Horizon hopes to successfully complete testing and certification of
its Cavorite X7 eVTOL quickly and then enter the market and service
a broad spectrum of early use cases. Visit www.horizonaircraft.com
for more information.
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. EF Hutton LLC is serving as the
Capital Markets Advisor in the transaction.
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 shareholders 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’s business relationships,
operating results and business generally; (vii) risks that the
proposed Business Combination disrupts the current plans of
Horizon; (viii) changes in the markets in which Horizon competes,
including with respect to its competitive landscape, technology
evolution or regulatory changes; (ix) the risk that Pono and
Horizon 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’s industry and market size; (xiii)
financial condition and performance of Horizon 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 shareholders, the financial
condition, liquidity, results of operations, the products, the
expected future performance and market opportunities of Horizon;
(xiv) Horizon’s ability to develop, certify, and manufacture an
aircraft that meets its performance expectations; (xv) successful
completion of testing and certification of Horizon’s Cavorite X7
eVTOL; (xvi) the targeted future production of Horizon’s Cavorite
X7 aircraft; and (xvii) those factors discussed in Pono’s filings
with the SEC and that are 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 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,
unless required by applicable law. Neither Horizon nor Pono gives
any assurance that Horizon and Pono will achieve their respective
expectations.
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 has
filed a registration statement on Form S-4 (the “Registration
Statement”) with the SEC which includes 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 Redomestication 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 is provided in a proxy statement
of Pono with respect to the solicitation of proxies for the special
meeting of shareholders 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,
shareholders and other interested persons to read 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. A definitive proxy
statement has been mailed to shareholders of Pono as of the record
date of November 22, 2023. Before making any voting or investment
decision, investors, and shareholders of Pono are urged to
carefully read the entire Proxy Statement and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to these documents, because they contain important
information about the proposed Business Combination and
Redomestication. 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 the
Solicitation
Horizon and Pono and their respective directors
and officers and other members of management and employees may be
deemed participants in the solicitation of proxies in connection
with the Business Combination. Pono shareholders and other
interested persons may obtain, without charge, more detailed
information regarding directors and officers of Pono in Pono’s
initial public offering prospectus, which was declared effective
the SEC on February 9, 2023. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
proxies from Pono’s shareholders in connection with the Business
Combination is included in the definitive proxy
statement/prospectus that Pono has filed with the SEC.
No Offer or Solicitation
This communication does not constitute (i) a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the Business Combination, or (ii)
an offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction 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 shall be made except by
means of a prospectus meeting the requirements of the Securities
Act of 1933.
Contacts
Horizon Aircraft Inquiries (PR):Phil AndersonPhone: +44 (0)7767
491 519Phil@perceptiona.com
Investor Contacts:Shannon Devine and Rory Rumore
MZ GroupPhone: (203) 741-8841HorizonAircraft@mzgroup.us
Pono Capital Three, Inc.Davin KazamaInquiries (PR):Phone: (808)
892-6611Davin@PonoCorp.com
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