The Airo Group has agreed to merge with special purpose acquisition company (SPAC) Kernel Group Holdings to achieve a listing on the Nasdaq stock exchange in the third quarter. The group includes eVTOL aircraft developer Jaunt Air Mobility, Aspen Avionics, and several drone operations and training businesses.
Announced on Monday, the deal represents a shift in fundraising strategy for Airo Group, which since October 2021 has worked on plans for a direct initial public offering without the involvement of a SPAC. Many expected that to lead to a Wall Street listing in 2022 but softening investment sentiment for the advanced air mobility sector appears to have held up that and other funding rounds in the sector.
Upon closing of the merger, Airo and Kernel will become wholly-owned subsidiaries of PubCo with its common stock and warrants expected to list on Nasdaq under the respective symbols AIRO and AIROW. The new group’s board will include Airo co-founder and executive chairman Dr. Chirinjeev Kathuria, co-founder and CEO Joe Burns, president and chief operating officer John Uczekaj, who founded Aspen Avionics, and Kernel chairman and CEO Suren Ajjarapu and director Michael Peterson.
According to the prospective merger partners, the share offering will value the combined company, which will trade under the name Airo, at approximately $847 million, assuming that no existing Kernel shareholders redeem their stock in the merged entity. The companies projected group revenues this year of $43 million, rising to an estimated $2.9 billion by 2030, partly on the back of expected deliveries of Jaunt’s four-passenger Journey vehicle.
Jaunt is working to achieve initial type certification under Transport Canada’s Chapter 529 rules for transport category rotorcraft in 2027, followed by FAA approval under Part 27 and 29 rules. It estimates that global production of eVTOL aircraft will total 1,225 units by 2030 in an addressable market they value at around $1 trillion. The company says it has signed letters of intent covering "hundreds" of aircraft with prospective customers including Mint and Flapper.
According to Montreal-based Jaunt, it has now logged 300 flight hours with an eVTOL technology demonstrator, and more than 1,000 takeoffs and landings. It based its Journey aircraft on the patented slow rotor compound, which it says reduces drag and vibration by lowering the speed of the main rotor down to about 10 rpm during cruise flight.
Airo's leadership team has not said how much capital it expects the IPO to release for the eVTOL program. "In addition to this SPAC merger funding, we have a very unique set of supplier contracts that will significantly help fund the development effort of the Journey aircraft through the flight test and certification program," Burns told FutureFlight. "Additionally our very strong and unique relationship with Canada will also bring in significant additional support, both in funding and in certification."
Kernel has signed an agreement for up to a committed capital backstop of $77 million supported by three funds managed by private equity group Meteora. "The backstop ensures we will get the cash in trust capital if there are redemptions," Kathuria explained. "They buy out any redemptions. We also have traditional strategic and institutional participation in the public offering."
Kathuria has founded several publicly-traded companies, including oncology, fibrosis, and infectious disease specialist Ocean Biomedical, which in February achieved a Nasdaq listing. He was also the founding director of manned space program group MirCorp.
Market Conditions Tilt Airo Towards SPAC Deal
Acknowledging the shift in strategy towards a SPAC-backed deal, he told FutureFlight that this approach will create greater value in current market conditions and will be competitively priced compared with other advanced air mobility groups like Joby and Eve that have previously completed IPOs. "In these volatile markets for IPOs it was important to us to gain access to the public markets quickly and effectively," he commented. "We're proud of the caliber of partners we've brought on as investors, and we structured the deal to give maximum value to those investors, including a three-year earn-out if the Airo hits certain revenue targets. This is beneficial not only to the stockholders of Airo but also for the investors, something we weren't able to do through a traditional IPO."
After the flotation, Airo will position itself as a middle-market aerospace and defense group with the following four divisions: Advanced Avionics covering communications, navigation, monitoring, flight controls, artificial intelligence, collision avoidance systems, radar, and electro-optics; Electric Air Mobility based on Jaunt’s family of eVTOL aircraft; Uncrewed Air Systems, including civil and military drone applications such as reconnaissance, attack, surveillance, inspection, weather analysis, and healthcare; and Training, which covers tasks such as close air support and ab initio pilot training.
Airo’s UAS, avionics, and training divisions, including Coastal Defense, already generate revenues that include U.S. Department of Defense contracts. Aspen Avionics maintains an established position in supplying various general and business aircraft and focuses on developing autonomous flight technology.
Airo currently has HQ-35 Heidrun reconnaissance drones operating in Ukrainian airspace for two unnamed customers. The United24 organization, backed by actor Mark Hamill, is raising funds for additional HQ-35s to be deployed in Ukraine.