Pono Capital Three (PTHR) Secures $2M Subscription Agreement

Pono Capital Three (NASDAQ:PTHR) announced that it has secured a subscription agreement of $2 million from an unnamed investor ahead of its completion vote today.

As part of the agreement, the investor will purchase 200,000 shares at $10 per share.

PTHR’s aim behind selling the subscription shares is to secure extra funds to support its $216 million combination with eVTOL aircraft developer Horizon Aircraft. However, the completion of this subscription agreement depends on various closing conditions, including the completion of the combination.

Shareholders are set to vote on the deal during a special meeting today at 10:00 a.m. Pacific Time.

Additionally, PTHR and Horizon agreed to waive the equity financing closing condition outlined in their business combination agreement. This move, however, doesn’t imply waiving the minimum cash requirement of having at least $5 million in net assets. Instead, it essentially indicates that it satisfies the requirement for the parties to make their best effort in securing a PIPE or alternative committed financing.

Adding a layer of incentive for the investor, Pono Three and Horizon have entered into a letter agreement. This agreement outlines the transfer of an aggregate of 330,000 incentive shares to the investor along with an additional 470,000 incentive shares to the subscriber’s designees.

Pono Three announced its deal with Horizon in August 2023. Toronto-based Horizon has developed a hybrid eVTOL design that involves lifting the craft vertically with rotors inside its wings and forward with a larger propeller at its rear.